EXHIBIT-10.76


 


PURCHASE AND SALE AGREEMENT


 


FOR


 


175 MCCLELLAN HIGHWAY


 


AND


 


144 ADDISON STREET


 


EAST BOSTON, MASSACHUSETTS


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1 - Definitions

  	
   

  
	
   

  	
  Section
  1.1

  	
  Definitions

  	
   

  
	
  ARTICLE 2 - Agreement;
  Purchase Price

  
	
   

  	
  Section
  2.1.

  	
  Agreement
  to Sell and Purchase

  	
   

  
	
   

  	
  Section
  2.2.

  	
  Purchase
  Price

  	
   

  
	
   

  	
  Section
  2.3.

  	
  Deposits

  	
   

  
	
  ARTICLE 3 - Conditions
  Precedent; Activities Prior to Closing

  
	
   

  	
  Section
  3.1.

  	
  Conditions
  Precedent Favoring Purchaser

  	
   

  
	
   

  	
  Section
  3.2

  	
  Extension

  	
   

  
	
   

  	
  Section
  3.3.

  	
  Conditions
  Precedent Favoring Seller

  	
   

  
	
   

  	
  Section
  3.4.

  	
  Leasing
  and Other Activities Prior to Closing

  	
   

  
	
  ARTICLE 4 Survey and Title Commitment

  
	
   

  	
  Section
  4.1.

  	
  Title
  and Survey

  	
   

  
	
  ARTICLE 5 Due Diligence

  
	
   

  	
  Section
  5.1.

  	
  Access

  	
   

  
	
   

  	
  Section
  5.2.

  	
  Due
  Diligence

  	
   

  
	
   

  	
  Section
  5.3.

  	
  Confidentiality

  	
   

  
	
   

  	
  Section
  5.4.

  	
  Reporting

  	
   

  
	
   

  	
  Section
  5.5

  	
  No
  Suit

  	
   

  
	
   

  	
  Section
  5.6.

  	
  Certain
  Information

  	
   

  
	
  ARTICLE 6 -  Casualty
  Damage or Condemnation

  
	
   

  	
  Section
  6.1.

  	
  Risk
  of Loss

  	
   

  
	
   

  	
  Section
  6.2.

  	
  Condemnation

  	
   

  
	
  ARTICLE 7 - Representations, Warranties and
  Covenants

  
	
   

  	
  Section
  7.1.

  	
  Condition
  of Property

  	
   

  
	
   

  	
  Section
  7.2.

  	
  Purchaser’s
  Representations

  	
   

  
	
   

  	
  Section
  7.3.

  	
  Seller’s
  Representations

  	
   

  
	
   

  	
  Section
  7.4.

  	
  Seller’s
  Knowledge; Purchaser’s Knowledge

  	
   

  
	
  ARTICLE 8 - Closing

  
	
   

  	
  Section
  8.1.

  	
  Closing
  Date

  	
   

  
	
   

  	
  Section
  8.2.

  	
  Seller’s
  Deliveries

  	
   

  
	
   

  	
  Section
  8.3.

  	
  Purchaser’s
  Deliveries

  	
   

  
	
   

  	
  Section
  8.4.

  	
  Costs
  and Prorations

  	
   

  
	
  ARTICLE 9 - Real Estate Commission

  
	
   

  	
  Section
  9.1.

  	
  Indemnity

  	
   

  
	
  ARTICLE 10 - Termination and Default

  
	
   

  	
  Section
  10.1.

  	
  Termination
  without Default

  	
   

  
	
   

  	
  Section
  10.2.

  	
  Purchaser’s
  Default

  	
   

  
	
   

  	
  Section
  10.3.

  	
  Seller’s
  Default

  	
   

  
	
   

  	
  Section
  10.4.

  	
  Breach
  of Representations

  	
   

  
	
  ARTICLE 11 - Miscellaneous

  
	
   

  	
  Section
  11.1.

  	
  Entire
  Agreement

  	
   

  
	
   

  	
  Section
  11.2.

  	
  Binding
  On Successors and Assigns

  	
   

  
															



 


i

















 


	
   

  	
  Section
  11.3.

  	
  Assignment
  by Purchaser

  	
   

  
	
   

  	
  Section
  11.4

  	
  Waiver

  	
   

  
	
   

  	
  Section
  11.5.

  	
  Governing
  Law

  	
   

  
	
   

  	
  Section
  11.6.

  	
  Counterparts

  	
   

  
	
   

  	
  Section
  11.7.

  	
  Notices

  	
   

  
	
   

  	
  Section
  11.8.

  	
  Attorneys’
  Fees

  	
   

  
	
   

  	
  Section
  11.9.

  	
  IRS
  Real Estate Sales Reporting

  	
   

  
	
   

  	
  Section
  11.10.

  	
  Time
  Periods

  	
   

  
	
   

  	
  Section
  11.11.

  	
  Modification
  of Agreement

  	
   

  
	
   

  	
  Section
  11.12.

  	
  Descriptive
  Headings; Word Meaning

  	
   

  
	
   

  	
  Section
  11.13.

  	
  Time
  of the Essence

  	
   

  
	
   

  	
  Section
  11.14

  	
  Construction
  of Agreement

  	
   

  
	
   

  	
  Section
  11.15.

  	
  Limitations
  on Liability

  	
   

  
	
   

  	
  Section
  11.16.

  	
  Severability

  	
   

  
	
   

  	
  Section
  11.17.

  	
  No
  Recording

  	
   

  
	
   

  	
  Section
  11.18

  	
  No
  Implied Agreement

  	
   

  



 


ii

















 


	
  Exhibits

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Exhibit A

  	
  - Legal Description

  	
   

  
	
   

  	
  Exhibit A-1

  	
  - Real Property Description

  	
   

  
	
   

  	
  Exhibit B

  	
  - Assignment of Leases

  	
   

  
	
   

  	
  Exhibit C

  	
  - Bill of Sale

  	
   

  
	
   

  	
  Exhibit D

  	
  - Deed

  	
   

  
	
   

  	
  Exhibit E

  	
  - Lease Schedule

  	
   

  
	
   

  	
  Exhibit F

  	
  - Syratech Lease

  	
   

  
	
   

  	
  Exhibit G

  	
  - Contract Schedule

  	
   

  
	
   

  	
  Exhibit H

  	
  - Tenant Notice

  	
   

  
	
   

  	
  Exhibit I

  	
  - Estoppel

  	
   

  
	
   

  	
  Exhibit J

  	
  - Due Diligence

  	
   

  



 


iii

















 


PURCHASE
AND SALE AGREEMENT


 


THIS
PURCHASE AND SALE AGREEMENT (this “Agreement”)
dated as of November 26, 2003, by and between Leonard Florence Associates,
Inc., a Massachusetts corporation (“Seller”), and Berkeley Investments, Inc., a
Massachusetts corporation (the “Purchaser”) and Syratech Corporation, a
Massachusetts corporation (“Syratech”) solely for the purposes of Section 11.19
hereof with respect to the property located at 175 McClellan Highway and 144
Addison Street, East Boston, Massachusetts.


 


In consideration of the mutual promises hereinafter set forth and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE 1


 


Definitions


 


Section 1.1            Definitions.  For purposes of this Agreement, the
following terms shall have the respective meanings set forth below:


 


“Assignment of Leases” shall mean an assignment and assumption
of leases substantially in the form attached hereto as Exhibit B.


 


“Bill of Sale” shall mean a bill of sale and general assignment
substantially in the form attached hereto as Exhibit C.


 


“Budget Lease” shall mean a lease between Leonard Florence
Associates, Inc., and Budget Rent A Car Systems, Inc., dated July 28, 1994, as
amended.


 


“Business Day” shall mean any day of the week other than
Saturday, Sunday, or a day on which banking institutions in Boston,
Massachusetts are obligated or authorized by law or executive action to be
closed to the transaction of normal banking business.


 


“Closing” shall mean the consummation of the purchase and sale
of the Property pursuant to the terms of this Agreement.


 


“Closing Date” shall mean December 15, 2003, as such date may be
extended in accordance with Section 3.2, 6.1. or 6.2.


 


“Closing Statement” shall have the meaning set forth in Section
8.4(a).


 


“Confidential Information” shall mean the existence and terms of
this Agreement and all information concerning the Property and Seller,
excluding information that is available to Purchaser from sources other than
Seller or its agents.


 


“Contracts” shall mean all service or management contracts
affecting the Real Property.


 

















 


“Deed” shall mean a quitclaim deed substantially in the form
attached hereto as Exhibit D.


 


“Deposit” shall have the meaning set forth in Section 2.3.


 


“EB Land Use Agreement” shall that certain agreement dated
September 28, 1993 between Seller and East Boston Land Use Council.


 


“Escrow Agent” shall mean the Title Company.


 


“Final Closing Adjustment” shall have the meaning set forth in Section
8.4(f).


 


“Hazardous Materials” shall mean any substance which is or
contains: (i) any “hazardous substance” as now or hereafter defined in the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended (42 U.S.C. Section 9601 et seq.) or any regulations promulgated
thereunder; (ii) any “hazardous waste” as now or hereafter defined the Resource
Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.) or regulations
promulgated thereunder; (iii) any substance regulated by the Toxic Substances
Control Act (15 U.S.C. Section 2601 et. seq.); (iv) gasoline, diesel fuel or
other petroleum hydrocarbons; (v) asbestos and asbestos containing materials,
in any form, whether friable or nonfriable; (vi) polychlorinated biphenyls;
(vii) radon gas; and (viii) any additional substances or materials which are
now or hereafter classified or considered to be hazardous or toxic under any
laws, ordinances, statutes, codes, rules, regulations, agreements, judgments,
orders and decrees now or hereafter enacted, promulgated, or amended, of the
United States, the states, the counties, the cities or any other political
subdivisions in which the Real Property is located and any other political
subdivision, agency or instrumentality exercising jurisdiction over the owner
of the Real Property, the Real Property or the use of the Real Property
relating to pollution, the protection or regulation of human health, natural
resources or the environment, or the emission, discharge, release or threatened
release of pollutants, contaminants, chemicals or industrial, toxic or
hazardous substances or waste into the environment (including ambient air,
surface water, ground water or land or soil).


 


“Improvements” shall mean all buildings, structures and other
improvements located on the Land and any building fixtures and building
operating systems.


 


“Intangible Property” shall mean all of Seller’s right, title
and interest, if any, in and to all (a) warranties, guaranties, licenses,
permits and approvals relating to the Property, (b) all Contracts and (c) all
plans and specifications relating to the Improvements, in each case to the
extent the same may be legally assigned by Seller.


 


“Land” shall mean the parcel of land described on Exhibit A
attached hereto, together with the interest of the Seller, if any, in all,
rights and easements belonging to such land, and in and to any streets, alleys
or rights of way adjacent thereto.


 


“Lease Schedule” shall mean the schedule of leases attached
hereto as Exhibit
E.


 


“Leases” shall mean the leases identified in the Lease Schedule
hereto together with any leases hereafter entered into pursuant to the
provisions of Section 3.4.


 


2

















 


“Operating Expenses” shall mean all costs, expenses, charges and
fees relating to the ownership, management, operation, maintenance and repair
of the Real Property, including electricity, gas, water and sewer charges,
telephone and other public utilities, condominium fees, periodic charges
payable under Contracts (to the extent assumed by Purchaser), periodic fees
payable under transferable licenses for the operation (as opposed to the construction)
of the Improvements and payments under the EB Land Use Agreement.


 


“Permitted Exceptions” shall mean: (a) the Leases; (b) all
matters of public record as of the date hereof or such later date as Purchaser
may conduct its initial title examination (other than Seller Mortgages or other
monetary liens to the extent provided in Section 3.2), or which would have been
disclosed by an ALTA survey as of the date hereof or such later date as
Purchaser may have obtained a survey and;
(c) all matters, whether or not of record, that arise out of the actions
of Purchaser or its agents, representatives or contractors.


 


“Person” shall mean any individual, estate, trust, partnership,
limited liability company, limited liability partnership, corporation, governmental
agency or other legal entity.


 


“Personal Property” shall mean all equipment, machinery and
other tangible personal property, if any, owned by Seller and located on and
(except the emergency generator located in the basement of the Improvements),
used in connection with the operation of the Real Property (as opposed to the
operation of the business of Syratech or its subsidiaries conducted thereon).


 


“Property” shall mean the Real Property, the Personal Property,
the Intangible Property and the Leases.


 


“Purchase Price” shall mean the purchase price for the Property
as specified in Section 2.2.


 


“Real Estate Taxes” shall mean all taxes, assessments, and other
charges, if any, general, special or otherwise, including all assessments for
public betterments and general or local improvements, levied or assessed upon
or with respect to the ownership of and/or all other taxable interests in the
Real Property imposed by any public or quasi-public authority.


 


“Real Property” shall mean all of the units (and their undivided
interest in all common areas and facilities) of the 144 Addison Street
Condominium formed with respect to the Land and the Improvements thereon and
more particularly described in Exhibit A-1 hereto.


 


“Seller Mortgage” shall mean any mortgage or deed of trust and
all related security documents granted by Seller and encumbering the Property.


 


“Seller Parties” shall mean Seller and Seller’s direct and
indirect owners, and their respective agents, officers, directors, trustees,
partners, members, advisors, managers and employees.


 


“Seller Representations” shall mean the representations and
warranties of Seller set forth in Section 7.3.


 


“Seller’s Broker” shall mean Meredith & Grew, Inc.


 


3

















 


“Study Period” shall mean the period commencing on the date
hereof and ending at 5:00 p.m. East Coast time on December 5, 2003, as extended
with respect to environmental matters only as provided in Section 5.2 below.


 


“Syratech Lease” shall mean a lease in the form of Exhibit F
hereto to be executed at Closing.


 


“Survey” shall have the meaning set forth in Section 4.1.


 


“Third-Party Estimate” shall have the meaning set forth in
Section 6.1.


 


“Title Company” shall mean Lawyers Title Insurance Corporation
whose address is c/o LandAmerica Financial Group, Inc., 150 Federal Street,
Boston, Massachusetts 02110; Telephone: (617) 619-4808; Telecopier:  (617) 619-4848; Attention:  Robert J. Capozzi, Esquire; email:
rcapozzi@landam.com.


 


ARTICLE 2


 


Agreement;
Purchase Price


 


Section 2.1.           Agreement
to Sell and Purchase.  Subject to the terms and provisions
hereof, Seller agrees to sell the Property to Purchaser, and Purchaser agrees
to purchase the Property from Seller.


 


Section 2.2.           Purchase
Price.  The Purchase
Price for the Property shall be Fifteen Million Eight Hundred Thousand Dollars
($15,800,000).  Subject to the
adjustments and apportionments as hereinafter set forth, Purchaser shall pay
the Purchase Price on the Closing Date by wire transfer of immediately
available federal funds in accordance with Seller’s directions.


 


Section 2.3.           Deposits.


 


(a)           On
the date hereof, Purchaser is depositing with the Escrow Agent a deposit
(which, together with any additional deposit made pursuant to Section 2.3(b)
and any interest thereon is herein called the “Deposit”) in the amount of Two
Hundred Fifty Thousand Dollars ($250,000). 
The Deposit shall be held in a segregated interest bearing money market
account and shall be applied as provided herein.


 


(b)           If
this Agreement is not terminated pursuant to the provisions of Section 5.2
hereof, Purchaser shall deposit with the Escrow Agent not later than the first
Business Day following the expiration of the Study Period, an additional
deposit in the amount of Two Hundred Fifty Thousand Dollars ($250,000) in
immediately available federal funds.


 


(c)           The
Escrow Agent shall not be liable for any action or non-action taken in good
faith in connection with the performance of its duties hereunder but shall be
liable only for its willful default or misconduct.  Notwithstanding anything in this Agreement to the contrary,
should any dispute arise with respect to the Deposit, the Escrow Agent shall
retain the same until such dispute has been settled (i) by mutual agreement of
the parties or (ii) by final order, decree


 


4

















 


or judgment of a court of
competent jurisdiction (and no such order, decree or judgment shall be deemed
final unless the time of appeal has expired and no appeal has been perfected)
and the Escrow Agent shall make payment of the Deposit (and interest thereon)
as the parties may have mutually agreed or in accordance with such final order,
decree or judgment.  In no event shall
the Escrow Agent be under any duty whatsoever to institute or defend any such
proceeding.


 


ARTICLE 3


 


Conditions
Precedent; Activities Prior to Closing


 


Section 3.1.           Conditions
Precedent Favoring Purchaser. 
Purchaser’s obligations under this Agreement are subject to the timely
fulfillment of the conditions set forth in this Section 3.1 on or before the
Closing Date.


 


(a)           Seller
shall have delivered all of the items set forth in Section 8.2 hereof.


 


(b)           On
the Closing Date, the Property shall be free of all tenants and occupants
except the tenants under the Leases and in the same condition as it is at the
end of the Study Period, reasonable wear and tear and the matters covered by
the provisions of Article 6 excepted.


 


(c)           On
the Closing Date, good and marketable title to the Real Property shall be
conveyed to Purchaser subject only to the Permitted Exceptions and Real Estate
Taxes which are not yet due and payable.


 


(d)           On
the Closing Date, there shall exist no pending or threatened action, suit or
proceeding with respect to Seller before or by any court or administrative
agency which seeks to restrain or prohibit, or to obtain damages or a discovery
order with respect to, this Agreement or the consummation of the transaction
contemplated hereby.


 


(e)           On
the Closing Date, there shall exist no actions, suits, arbitrations, claims,
attachments, proceedings, assignments for the benefit of creditors, insolvency,
bankruptcy, reorganization or other proceedings, pending or threatened against
Seller that could affect Seller’s ability to perform its respective obligations
under this Agreement or that could affect the Property.


 


(f)            No
material adverse change shall have occurred in the financial condition of
Syratech or the tenant under the Budget Lease since the date of this Agreement.


 


(g)           On
the Closing Date, there shall exist no default continuing after applicable
grace periods by the landlord or tenant under the Budget Lease.


 


(h)           On
the Closing Date, the representations set forth in clauses (a), (c) through
(f), (g) (as it relates solely to the Leases to Budget Rent-A-Car Systems,
Inc.) (h) (i), (j), (k), (l), (m) and (n) of Section 7.3 shall be true and
correct in all material respects.  For
the purposes of determining whether a particular matter is material pursuant to
clauses (i), (k) and (m) of Section 7.3, the sum of the cost of the cure of a
violation under clause (i), as reasonably estimated by an independent
contractor or engineer obtained by Seller plus the economic cost of


 


5

















 


any deviation from the
representation made pursuant to clauses (k) and (m) of Section 7.3 as
reasonably determined by Buyer’s professional consultants, shall exceed $75,000
in the aggregate.


 


(i)            On
the Closing Date, Seller shall deliver estoppel certificates with respect to
the Leases to Budget Rent A Car Systems, Inc. and Galante Enterprises, Inc.,
substantially in the form of Exhibit I hereto which are not inconsistent with
the information set forth in the Lease Schedule and which, in the case of the
Leases to Budget Rent-A-Car Systems, Inc. shall not claim any default on the
part of Seller.


 


(j)            The
representations set forth in Section 7.3 shall have been true and correct when
made


 


Section 3.2.           Extension.  If the conditions set forth in this Section 3.1
or any other condition of Closing shall not have been fulfilled (or waived by
Purchaser) on or before the Closing Date, Seller shall use reasonable efforts
to cause such conditions to be fulfilled and shall have the right, exercisable
by written notice to extend the Closing Date from time to time for a period of
up to sixty (60) days in the aggregate to provide additional time for the
fulfillment of such conditions. The term “reasonable efforts” shall in no event
require Seller to expend more than $100,000 (inclusive of costs, including lien
bonds, and reasonable attorney’s fees) or to commence litigation; provided that
such $100,000 limit shall not apply to Seller Mortgages or liens which Seller
is not disputing in good faith. If at the end of the extended period the Seller
despite the use of reasonable efforts, shall have failed to fulfill any
previously unfulfilled conditions, Purchaser may elect to either waive the
condition and proceed to Closing or to terminate this Agreement by notice to
Seller given on or before the extended Closing Date, in which event, the
Deposit shall be refunded to Purchaser and this Agreement shall terminate and
neither party shall have any further obligation hereunder except with respect
to matter expressly surviving the termination of this Agreement.


 


Section 3.3.           Conditions
Precedent Favoring Seller. 
In addition to any other condition precedent in favor of Seller as may
be expressly set forth elsewhere in this Agreement, Seller’s obligations under
this Agreement are expressly subject to the timely fulfillment of the conditions
set forth in this Section 3.3 on or before the Closing Date.


 


(a)           Purchaser
shall have delivered all of those items set forth in Section 8.3 hereof.


 


(b)           On
the Closing Date, there shall exist no pending or threatened action, suit or
proceeding with respect to Purchaser (or its assignee) before or by any court
or administrative agency which seeks to restrain or prohibit, or to obtain
damages or a discovery order with respect to, this Agreement or the
consummation of the transaction contemplated hereby.


 


(c)           Payment
of the Purchase Price.


 


Section 3.4.           Leasing
and Other Activities Prior to Closing .


 


(a)           Commencing on the date
of this Agreement and continuing until the date that is two (2) Business Days
prior to the expiration of the Study Period, Seller may not enter into new


 


6

















 


leases of space in the Real
Property or any amendments, expansions or renewals of the Leases, or accept the
termination of any Lease except upon the expiration of the scheduled term
thereunder, without, in each case, obtaining the prior written consent of
Purchaser, which shall not be unreasonably withheld.  Commencing two (2) Business Days prior to the end of the Study
Period, Seller shall not enter into any new leases or any amendments,
expansions or renewals or terminations of the Leases without Purchaser’s
approval which approval Purchaser may withhold in its sole discretion. Seller
shall deliver to Purchaser either a copy of any lease or modification that it
intends to enter into or a summary of the proposed terms thereof indicating the
name of the tenant, location and size of the premises, the term of the lease
(and any extension options), rent, landlord’s construction obligation or
construction contribution, free rent period, base amounts for tax and operating
escalations and any expansion options. Purchaser’s approval under this Section
3.4 shall be deemed granted if not denied within five (5) Business Days after
Purchaser’s receipt of such form of lease (or modification) or summary thereof
with specific reasons therefor.


 


(b)           During the term of this
Agreement Seller (i) shall not enter into any new Contract or modify any
existing Contract which new Contract (or modification) would be binding on
Purchaser or the Property after Closing, (ii) shall maintain in effect its
existing policies of insurance and (iii) shall not remove any Personal Property
from the Real Property except in the ordinary course of business.  Not later than the end of the Study Period,
Buyer shall notify Seller which Contracts it desires to assume and Seller
shall, within thirty (30) days after the Closing, at its expense, terminate all
other Contracts.


 


(c)           Seller shall request
estoppel certificates from all tenants under the Leases (other than Travaglini
Insurance Agency) in the form of Exhibit I hereto, but, except as provided in
Section 8.2, the delivery thereof shall not be a condition of Closing. Upon the
receipt of completed forms, Purchaser shall initially request and, if not
received, request a second time subordination and non-disturbance agreements
with respect to any Leases requested by Purchaser or its lender (other than
Travaglini Insurance) but the delivery thereof shall not be a condition of
Closing.


 


ARTICLE 4


 


Survey
and Title Commitment


 


Section 4.1.           Title and Survey.  Promptly after the date of this Agreement,
Purchaser shall conduct such title examinations and obtain such surveys as it
may desire.


 


ARTICLE 5


 


Due
Diligence


 


Section 5.1.           Access.  (a) 
During the Study Period (as extended with respect to environmental
matters only, as provided in Section 5.2 below), Purchaser, personally or
through its authorized agents or representatives, shall be entitled upon
reasonable advance notice to Seller to enter upon the Property during normal business
hours (with due regard to the rights of tenants) and shall have the right to
make such investigations, including but not limited to appraisals,


 


7

















 


engineering studies, soil
tests, environmental studies and underwriting analyses, as Purchaser deems
necessary or advisable, subject to the following limitations:  (a) such access shall not violate any law or
agreement to which Seller is a party or otherwise expose Seller to a material
risk of liability; (b) Purchaser shall give Seller notice at least one (1)
Business Day (which notice may be verbal) before conducting any inspections,
and a representative of Seller shall have the right to be present when
Purchaser or its representatives conducts its or their investigations; (c)
Purchaser shall promptly repair any damage to the Property or any portion
thereof resulting therefrom to substantially the same condition as existed
immediately prior to such investigations; (d) before Purchaser or its agents
enter onto the Property, Purchaser shall deliver to Seller a certificate of
insurance, evidencing commercial general liability insurance (including
property damage, bodily injury, death and contractual liability) issued by an
insurance company having a rating of least “A-VII” by A.M.  Best Company, with combined limits of at
least One Million Dollars ($1,000,000) and, in the case of invasive testing, at
least Three Million Dollars ($3,000,000); and (e) Purchaser shall: (i) use
reasonable efforts to perform all on-site due diligence reviews on an
expeditious and efficient basis; and (ii) indemnify, hold harmless and defend
the Seller Parties against, and hold the Seller Parties harmless from, all
loss, liability, claims, costs (including reasonable attorneys’ fees), liens
and damages caused by the activities of Purchaser or its agents or contractors
under this paragraph; provided that Purchaser’s indemnification obligations
shall not extend to any loss, liability, claims, costs (including reasonable
attorneys’ fees), liens and damages which arise out of conditions discovered by
Purchaser and pre-existing Purchaser’s investigation of the Property, or to the
extent caused by the negligence of any of the Seller Parties.  The foregoing repair and indemnification
obligations shall survive the Closing or termination of this Agreement and the
foregoing indemnity obligation shall survive the Closing.


 


(b)           Seller
has provided to Purchaser copies of the Leases, the Contracts, the EB Land Use
Agreement, operating expense information, site plans, surveys, environmental
reports, title policies and commitments and other information regarding the
Property.  Seller will cooperate
reasonably with Purchaser in making available, to the extent in its possession,
additional records and other documents relative to the Property.  Such items may be examined at all reasonable
times during normal business hours upon prior reasonable notice to Seller.


 


Section 5.2.           Due Diligence.  (a) Purchaser shall have through the end of
the Study Period to physically inspect the Property, review economic data,
conduct appraisals, perform examinations of the physical condition of the
Improvements, examine title, examine the Real Property for the presence of
Hazardous Materials and compliance with law, and to otherwise conduct such due
diligence review of the Property and all records and other materials related
thereto as Purchaser, in its absolute discretion, deems appropriate.  If, between the date of this Agreement and
the end of the Study Period, Purchaser shall, for any reason or no reason in
Purchaser’s sole discretion, determine that it does not wish to purchase the
Property, Purchaser shall be entitled to terminate this Agreement by giving
notice thereof to Seller prior to the expiration of the Study Period, and
thereupon the Deposit shall promptly be returned to Purchaser and, except for
matters specifically surviving the termination of this Agreement, Seller and
Purchaser shall have no further obligations or liabilities to each other
hereunder.  If Purchaser fails to give
such notice prior to the expiration of the Study Period, it shall conclusively
be deemed to have elected to waive its right to terminate this Agreement under
this


 


8

















 


Section 5.2(a) and
shall be obligated to purchase the Property in its condition “AS IS” as of the
end of the Study Period, except as otherwise provided in paragraph (b) below.


 


(b)           Notwithstanding
the foregoing, Seller hereby agrees that the Study Period shall be extended to
December 15, 2003, in order to allow Purchaser to conduct additional due
diligence with respect to the environmental condition of the Property.  If Purchaser shall not be satisfied with the
environmental condition of the Property in its sole and absolute discretion,
Purchaser shall be entitled to terminate this Agreement at any time prior to
December 15, 2003 by giving notice thereof to Seller, and thereupon the Deposit
shall promptly be returned to Purchaser and, except for matters specifically
surviving the termination of this Agreement, Seller and Purchaser shall have no
further obligations or liabilities to each other hereunder.  If Purchaser fails to give such notice prior
to the expiration of the Study Period as so extended, it shall conclusively be
deemed to have elected to waive its right to terminate this Agreement under
this Section 5.2(b) and shall be obligated to purchase the Property in its
condition “AS IS” as of the end of the Study Period as so extended.


 


Section 5.3.           Confidentiality.  Purchaser shall hold all Confidential
Information in confidence and shall not at any time disclose or permit the
disclosure of the Confidential Information to any Person without Seller’s prior
written consent.  Purchaser further
agrees to use the Confidential Information only for purposes of evaluating the
Property in connection with its purchase thereof in accordance with the terms
of this Agreement.  Notwithstanding the
foregoing (i) Purchaser may disclose the Confidential Information to its
agents, representatives, legal counsel, accountants, potential lenders and
investors, and similar third parties that need to review the Confidential
Information in connection with Purchaser’s purchase of the Property in
accordance with the terms of this Agreement all of whom shall agree to hold
such Information pursuant to the provisions of this Section 5.3, (ii) Purchaser
may disclose the Confidential Information to the extent that such disclosure is
required by law or court order, provided that Purchaser first shall provide
written notice thereof to Seller and (iii) Purchaser may disclose that it is a
party to this Agreement in connection with any discussion with potential
tenants regarding the potential leasing of space at the Property.  If this Agreement is terminated before the Closing,
Purchaser promptly shall return to Seller the Confidential Information which
has been provided by Seller and shall not retain copies thereof.  Neither Seller nor Purchaser shall make any
public announcements prior to Closing concerning the sale of the Property
pursuant to this Agreement without first obtaining the prior written consent of
the other.  At Seller’s request,
Purchaser shall provide Seller with complete copies of all third party
engineering and environmental reports obtained by Purchaser in connection with
the Property; provided that if such termination results from failure of Seller
to satisfy the conditions of Section 3.1 or any default of Seller, Seller
reimburses Purchaser for the actual cost paid therefor.  The provisions of this paragraph shall
survive the Closing or termination of this Agreement.


 


Section 5.4.           Reporting.  In the event that Purchaser’s due diligence
reveals any condition that in Purchaser’s judgment requires disclosure to any
governmental agency or authority, Purchaser shall promptly notify Seller
thereof.  In such event, Seller, and not
Purchaser or anyone acting on Purchaser’s behalf, shall make such disclosures
as the Seller deems appropriate in accordance with applicable law.  Notwithstanding the foregoing, Purchaser may
disclose matters concerning the Property to a governmental authority if,
Purchaser reasonably


 


9

















 


believes it is required by law
to make such disclosure, and (b) Purchaser gives Seller reasonable prior notice
(which may be verbal) of the proposed disclosure.


 


Section 5.5            No Suit.  In view of the fact that Purchaser is
relying on its own due diligence in connection with the purchase of the
Property, Purchaser hereby agrees not to initiate or join in any legal
proceeding against Seller (other than a claim based on any indemnity or
representation made by Seller herein to the extent permitted hereby),  relating to the condition of the Property or
the violation by the Property of any applicable law, rule or regulation
(including any claim with respect to Hazardous Materials) which existed as of
the date of Closing.


 


Section 5.6.           Certain Information.  Subject to Section 7.3, Purchaser
understands and agrees that the documents, reports and other information which
has been, or may be, provided or made available to Purchaser are provided for
Purchaser’s convenience and are without any representation or warranty, express
or implied, as to the completeness or accuracy of the facts, presumptions,
conclusions or other matters contained therein.  Purchaser has been expressly advised by Seller to conduct such
independent investigations and inspections regarding the Property as Purchaser
deems to be necessary.  Purchaser shall
rely only on the Seller Representations and upon Purchaser’s own investigations
and inquiries with respect to its acquisition of the Property.


 


Section 5.7.           Update.  On December 3, 2003, Seller will notify
Purchaser if there have been any changes that have occurred in Seller’s
representations set forth in Section 7.3.


 


ARTICLE 6


 


Casualty
Damage or Condemnation


 


Section 6.1.           Risk of
Loss.  (a) In the event
all or a portion of the Improvements should be damaged or destroyed by fire or
other casualty prior to Closing such based on an estimate obtained from an
independent contractor (the “Third Party Estimate”) of the cost to repair the
same exceeds Five Hundred Thousand Dollars ($500,000.00) and such damage or
distribution would not permit the tenant under the Budget Lease to terminate
the same prior to its then expiration date, Seller shall have ten (10) days to
notify Purchaser and provide the Third Party Estimate and Purchaser may, at
Purchaser’s sole option, elect to either:


 


(i)            terminate
this Agreement whereupon, the Deposit shall promptly be returned to Purchaser
and, except for matters specifically surviving the termination of this
Agreement, Seller and Purchaser shall have no further obligations or
liabilities to each other hereunder; or


 


(ii)           close
the transaction contemplated by this Agreement.


 


(b)           In
the event of a fire or other casualty as to which Purchaser is not permitted to
terminate pursuant to Section 6.1(a) or (ii) with respect to which Purchaser
elects to proceed pursuant to Section 6.1(a)(ii), Purchaser shall
purchase the Property in accordance with the terms hereof and Seller shall
assign to Purchaser at Closing all insurance proceeds previously paid and not
expended for the repair of the Improvements (less the cost of obtaining the
same) and payable on account of such damage and loss of rents with respect to
any Lease under which


 


10

















 


the Tenant is entitled to a
rent abatement, plus any deductible amounts not expended for the repair of the
Improvements (not to exceed the Third Party Estimate).  Purchaser shall be deemed to have elected to
proceed under Section 6.1(a)(ii) unless, within ten (10) days from receipt
of notice of such casualty and receipt of the Third Party Estimate Purchaser
gives Seller notice that Purchaser elects to terminate this Agreement pursuant
to Section
6.1 (a)(i).


 


(c)           If
necessary, the Closing Date shall be postponed to allow for Seller’s ten (10)
day notice and Purchaser’s ten (10) days to respond as set forth in this Section 6.1.


 


Section 6.2.           Condemnation.  (a) 
In the event that all or any portion of the Property should be condemned
by right of eminent domain prior to the Closing, Seller shall within ten
(10)  days after receipt of notice
thereof notify Purchaser of such condemnation and Purchaser may, at Purchaser’s
sole option, elect either to:


 


(i)            terminate
this Agreement whereupon, the Deposit shall promptly be returned to Purchaser
and, except for matters specifically surviving the termination of this
Agreement, Seller and Purchaser shall have no further obligations or
liabilities to each other hereunder; or


 


(ii)           close
the transaction contemplated by this Agreement.


 


(b)           If
Purchaser elects to proceed under Section 6.2(a)(ii), Purchaser shall
purchase the Property in accordance with the terms hereof (without reduction in
the Purchase Price) and Seller shall assign to Purchaser at Closing all
condemnation proceeds paid (less the reasonable third party costs of obtaining
the same), or payable as a result of such condemnation.  Purchaser shall be deemed to have elected to
proceed under Section 6.2(a)(ii) unless, within ten (10) days from receipt
of notice of the condemnation, Purchaser gives Seller notice that Purchaser
elects to terminate this Agreement pursuant to Section 6.2(a)(i).


 


(c)           If
necessary, the Closing Date shall be postponed to allow for Seller’s ten (10)
day notice and Purchaser’s ten (10) days to respond as set forth in Section
6.2.


 


ARTICLE 7


 


Condition
of Property, Representations, Warranties and Covenants


 


Section 7.1.           Condition of
Property.


 


(a)           Purchaser
acknowledges that it is an experienced and sophisticated purchaser of
commercial real estate projects such as the Property and that, prior to the end
of the Study Period, it will conduct and rely on its own investigations,
examinations, inspections and analysis of the Property as Purchaser, in its
absolute discretion, may deem appropriate. 
Purchaser further acknowledges that, except for Seller Representations,
Purchaser has not relied upon any statements, representations or warranties by
Seller or any agent of Seller.


 


(b)           Purchaser
agrees that the Property shall be sold and that Purchaser shall accept
possession of the Property strictly on an “as is, where is, with all faults”
basis, with no right of set-off or reduction in the Purchase Price, and that,
except for the Seller Representations,


 


11

















 


such sale shall be without
representation or warranty of any kind, express or implied, including any
warranty of income potential, operating expenses, uses, merchantability or
fitness for a particular purpose, and Seller does hereby disclaim and renounce
any such representation or warranty. 
Purchaser specifically acknowledges that except for the Seller Representations,
Purchaser is not relying on any representations or warranties of any kind
whatsoever, express or implied, from Seller, or any broker or other agents as
to any matters concerning the Property including: (1) the condition or safety
of the Property or any improvements thereon, including plumbing, sewer, heating
and electrical systems, roofing, air conditioning, if any, foundations, soils
and geology, lot size, or suitability of the Property for a particular purpose;
(2) whether the appliances, if any, plumbing or utilities are in working order;
(3) the habitability or suitability for occupancy of any structure and the
quality of its construction; (4) the fitness of any Personal Property; (5)
whether the Improvements are structurally sound, in good condition, or in
compliance with applicable city, county, state or federal statutes, codes or
ordinances; (6) the condition of title to the Property; (7) the profitability
or losses or expenses relating to the Property; (8) the legal or tax
consequences of this agreement or the transactions contemplated hereby; (9) the
possible presence of Hazardous Materials in, under or near the Property; and
(10) the completeness or accuracy of any information provided to Purchaser by
Seller or its agents.  Purchaser understands
the legal significance of the foregoing provisions and acknowledges that they
are a material inducement to Seller’s willingness to enter into this Agreement.


 


Section 7.2.           Purchaser’s
Representations.  Purchaser
warrants and represents to Seller as of the date hereof as follows:


 


(a)           Purchaser
is a corporation duly formed, validly existing, good standing under the laws of
the Commonwealth of Massachusetts.


 


(b)           There
are no actions, suits or proceedings pending or, to the knowledge of Purchaser,
threatened, against or affecting Purchaser which, if determined adversely to
Purchaser, would adversely affect its ability to perform its obligations
hereunder.


 


(c)           Neither
the execution, delivery or performance of this Agreement nor compliance
herewith (a) conflicts or will conflict with or results or will result in a
breach of or constitutes or will constitute a default under (1) the charter
documents or by-laws of Purchaser, (2) to Purchaser’s knowledge, any law or any
order, writ, injunction or decree of any court or governmental authority, or (3)
any agreement or instrument to which Purchaser is a party or, to its knowledge,
by which it is bound or (b) results in the creation or imposition of any lien,
charge or encumbrance upon its property pursuant to any such agreement or
instrument.


 


(d)           No
authorization, consent, or approval (including any governmental authority is
required for the execution and delivery by Purchaser of this Agreement or the
performance of its obligations hereunder.


 


(e)           Purchaser’s
taxpayer identification number is 04-3379238.


 


Section 7.3.           Seller’s
Representations.  Seller
warrants and represents to Purchaser as of the date hereof as follows:


 


12

















 


(a)           Seller
is a duly formed and validly existing corporation under the laws of the
Commonwealth of Massachusetts.


 


(b)           There
are no actions, suits or proceedings pending or, to Seller’s knowledge,
threatened, against or affecting (i) it which, if determined adversely to it,
would adversely affect its ability to perform its obligations hereunder or (ii)
the Property


 


(c)           It
has full right, power and authority and is duly authorized to enter into this
Agreement, to perform each of the covenants on its part to be performed
hereunder and to execute and deliver, and to perform its obligations under all
documents required to be executed and delivered by it pursuant to this
Agreement.


 


(d)           Neither
the execution, delivery or performance of this Agreement nor compliance
herewith (a) conflicts or will conflict with or results or will result in a breach
of or constitutes or will constitute a default under (1) its constituent
documents, (2) to Seller’s knowledge, any law or any order, writ, injunction or
decree of any court or governmental authority, or (3) to Seller’s knowledge,
any agreement or instrument to which it is a party or by which it is bound
(including any recorded property agreement) or (b) results in the creation or
imposition of any lien, charge or encumbrance upon its property pursuant to any
such agreement or instrument.


 


(e)           No
authorization, consent, or approval of any governmental authority (including
courts) is required for the execution and delivery by it of this Agreement or
the performance of its obligations hereunder.


 


(f)            It
is not a “foreign person” as defined in Section 1445 of the Code; and its
taxpayer identification number is 04-2904074.


 


(g)           The
Lease Schedule is a list of all Leases currently in effect with respect the
Property being sold by it and (i) the information contained therein is true,
correct and complete in all material respects, (ii) except for those tenants in
possession of the Property under the Leases, as shown on the Lease Schedule,
there are no tenants in possession of, or claiming any possession to, any
portion of the Property; (iii) the Leases are in full force and effect (subject
to the effect of the proceedings relating to the prior bankruptcy of Budget
Rent-A-Car Systems, Inc.); (iv) no rent has been paid more than thirty (30)
days in advance of the date due; (v) no leasing commissions under the Leases
shall be due for any period subsequent to the Closing based on any agreement
with Seller; (vi) there are no security deposits or other deposits except as
shown on the Lease Schedule and (vii) Seller has not sent any notice of default
to any Tenant under any Lease or received any written notice of default from
any such Tenant which claimed default remains uncured or unresolved.


 


(h)           Attached
hereto as Exhibit
G is a true, correct and complete list of all Contracts in effect
with respect to the Property and Purchaser has been provided with true accurate
and complete copies of all Contracts and any amendments thereto.


 


13

















 


(i)            It
has received no written notice from any governmental authority of any violation
of any law, statute, code, ordinance or regulation applicable to the Property
which has not been cured.


 


(j)            It
has received no written notice from any third party of any violation by Seller
of any recorded agreement to which it is a party.


 


(k)           It
has received no written notice from any governmental authority regarding any
change to the zoning classification, any anticipated condemnation proceedings
(which have not been abandoned) or proceedings to widen, realign, change grade
or limit the use of any street adjacent or providing access to the Property, or
any special taxes or assessments levied or to be levied against the Property or
any part thereof.


 


(l)            Seller
has delivered to Purchaser all third party environmental and structural reports
prepared for it within two years prior to the date hereof.


 


(m)          It
has received no notice of any default by it under the Land Use Agreement.


 


(n)           To
its actual knowledge, all of the documents in its applicable files with respect
to the matters set forth in Exhibit J
have been supplied to Purchaser.


 


Section 7.4.           Seller’s Knowledge;
Purchaser’s Knowledge.  Whenever
a representation is qualified by the phrase “to Seller’s knowledge”, or by
words of similar import, the accuracy of such representation shall be based
solely on the actual (as opposed to constructive or imputed) knowledge of
Gregory W. Hunt or Albert Kramer, based upon inquiry of Seller’s financial and
legal staff.  Whenever a representation
is qualified by the phrase “to Purchaser’s knowledge”, or by words of similar
import, the accuracy of such representation shall be based solely on the actual
(as opposed to constructive or imputed) knowledge of Rick Griffin and Young K.
Park based on inquiry of Purchaser’s financial and legal staff.


 


ARTICLE 8


 


Closing


 


Section 8.1.           Closing Date.  The Closing Date as provided in Section 3.1,
the Closing shall occur at 10:00 a.m. on the Closing Date at Mintz, Levin,
Cohn, Ferris, Glovsky, and Popeo P.C., One Financial Center, Boston,
Massachusetts or, provided Purchaser gives Seller at least five (5) days notice
thereof, at the office of Purchaser’s attorney in Boston, Massachusetts;
provided, however, at the request of either Seller or Purchaser, the parties
may conduct the Closing through an escrow administered by the Title Company.


 


Section 8.2.           Seller’s Deliveries.  At the Closing, Seller (or Syratech, as the
case may be) shall deliver or cause to be delivered to Purchaser each of the
following items (executed and acknowledged, where applicable):


 


(a)           the
Deed.


 


14

















 


(b)           the
Bill of Sale.


 


(c)           the
Assignment of Leases.


 


(d)           The
Syratech Lease executed by Syratech.


 


(e)           a
notice of lease with respect to the Syratech Lease meeting the requirements of
M.G.L. Ch. 183, §4, which shall be recorded immediately after the Deed and
prior to any mortgage of Purchaser.


 


(f)            a
notice to each tenant under a Lease substantially in the form of Exhibit H  hereto.


 


(g)           All
keys in Seller’s possession or control to all locks on the Improvements.


 


(h)           A
non-foreign person affidavit sworn to by Seller as required by Section 1445 of
the Internal Revenue Code.


 


(i)            A
6(d) certificate from the 144 Addison Street Condominium Trust certifying that
there are no unpaid common charges which have been assessed and are due with
respect to any of the units of the 144 Addison Street Condominium.


 


(j)            Resignations,
in recordable form, of all of the Trustees of the 144 Addison Street
Condominium Trust.


 


(k)           Such
evidence or documents as may be reasonably required by the Title Company
relating to (i) mechanics’ or materialmen’s liens; (ii) parties in possession;
or (iii) the status and capacity of Seller and the authority of the Person or
Persons who are executing the various documents on behalf of Seller in
connection with the sale of the Property.


 


(l)            An
estoppel certificate executed by Syratech in favor of Purchaser and Purchaser’s
lender and in the form attached to the Syratech Lease.


 


(m)          A
Subordination and Non-Disturbance Agreement executed by Syratech in the form attached
to the Syratech Lease.


 


(n)           Either
(i) a waiver of corporate excise tax issued by the Department of Revenue of the
Commonwealth of Massachusetts with respect to Seller or (ii) such documentation
and indemnities as may be reasonably required by the Title Company to issue a
policy without exception therefor and agree to issue policies in the future to
subsequent lenders and buyers without such exception and, in such case, Seller
shall deliver to Purchaser, when obtained after Closing, a copy of such waiver.


 


(o)                                 A
Closing Statement.


 


15

















 


Section 8.3.           Purchaser’s
Deliveries .  At the Closing,
Purchaser shall deliver to Seller the following items, executed and
acknowledged by Purchaser (or its assignee), where applicable:


 


(a)           Immediately
available federal funds sufficient to pay the Purchase Price (less the Deposit)
and Purchaser’s share of all escrow costs and closing expenses.


 


(b)           A
counterpart of the Assignment of Leases.


 


(c)           A
counterpart of the Bill of Sale.


 


(d)           A
counterpart of the Closing Statement.


 


(e)           A
counterpart of the Syratech Lease.


 


(f)            A
counterpart notice of lease which shall be recorded immediately after the Deed
and prior to any mortgage of Purchaser.


 


(g)           A
counterpart of the Syratech Subordination and Non-Disturbance Agreement
executed by Purchaser and its lender.


 


(h)           Such
evidence or documents as may be reasonably required by the Title Company
relating to the status and capacity of the Purchaser (or its assignee) and the
authority of the Person or Persons who are executing the various documents on
behalf of Purchaser (or its assignee).


 


(i)            If Seller delivers to Purchaser at least five
(5) days prior to the Closing plans and specifications for the initial work
intended to be performed by Syratech under the Syratech Lease in accordance
with the notice provisions of this Agreement, either (i) approval thereof or
(ii) disapproval specifying the reasons therefor.


 


Section 8.4.           Costs and Prorations.


 


(a)           General.  For purposes of the prorations and
adjustments to be made pursuant to this Section 8.4, Purchaser shall be deemed to
own the Property and therefore be entitled to any revenues and be responsible
for any expenses for the entire day upon which the Closing is completed.  Any apportionments and prorations which are
not expressly provided for in this Section shall be made in accordance with the
customary practice in the Boston, Massachusetts area.  Seller shall submit a schedule of adjustments (a “Closing
Statement”) before the Closing Date. 
Any net adjustment in favor of Purchaser shall be credited against the
Purchase Price at the Closing.  Any net
adjustment in favor of Seller shall be paid in cash at the Closing by way of a
credit on the Closing Statement by Purchaser to Seller.  A copy of a final Closing Statement agreed
upon by Seller and Purchaser shall be executed by Seller and Purchaser and
delivered to the Escrow Agent at the Closing.


 


16

















 


(b)           Taxes and
Assessments


 


(i)            Proration
of Taxes at Closing.  All
Real Estate Taxes shall be prorated between Seller and Purchaser on an accrual
basis, based upon the most recent bill provided that, in the event any Real
Estate Taxes may be paid in installments, the same shall be prorated over the
longest period of time payments are permitted by law.  If the most recent bill received by Seller before the Closing
Date is not the actual (as opposed to estimated) current tax bill, then Seller
and Purchaser shall initially prorate the Real Estate Taxes at the Closing by
using the most current available tax bill and shall reprorate the Real Estate
Taxes retroactively at the time the actual current tax bill is available.  All Real Estate Taxes accruing before the
Closing Date shall be the obligation of Seller and all Real Estate Taxes
accruing on and after the Closing Date shall be the obligation of
Purchaser.  In the event that Seller has
prepaid any Real Estate Taxes to the municipality in which the Property is
located, Seller shall be entitled to a credit from Purchaser therefor at
Closing.


 


(ii)           Post-Closing
Refunds of Taxes.  Any
refunds of Real Estate Taxes made after the Closing shall be held in trust and
shall first be applied to the unreimbursed third-party costs incurred in
obtaining the refund, then paid to the Seller (for the period prior to the
Closing Date) and to Purchaser (for the period commencing on and after the
Closing Date).


 


(iii)          Pending
Tax Proceedings.  If any
proceeding to determine the assessed value of the Real Property or the Real
Estate Taxes payable with respect to the Real Property has been commenced and
shall be continuing as of the Closing Date, Seller shall be authorized to
continue to prosecute such proceeding and shall be entitled to any abatement
proceeds therefrom allocable to any period before the Closing Date.  Purchaser agrees to cooperate with Seller
and to execute any and all documents reasonably requested by Seller in
furtherance of the foregoing.


 


(c)           Rents.


 


(i)            Collected
rents with respect to the then current rental period and collected escalation
charges on account of any taxes, operating expenses or other charges under the
Leases shall be pro rated between Seller and Purchaser as of the Closing Date
subject to final adjustment pursuant to paragraph (f) below. In the event any
tenant is entitled to a refund of any payments on account of operating expenses
or taxes, Seller and Purchaser shall refund their pro-rata share thereof.


 


(ii)           All
prepaid last month’s rent, security deposits, key deposits or other deposits
and interest unpaid and only thereon, if any, held or required to be held,
under any of the Leases shall be paid to Purchaser or credited against the
Purchase Price.


 


(iii)          Uncollected
rents and escalations on account of taxes, operating expenses and other charges
under the Leases attributable to the period prior to the Closing Date shall be
paid to Seller if and when collected. Purchaser shall use reasonable efforts to
collect such uncollected rents and other amounts (without the requirement of
commencing litigation) but Seller also hereby reserves the right to collect the
same directly from the tenants under the Leases (provided that Seller shall not
seek termination of any Lease in connection therewith).


 


17

















 


The first such rents and/or and
other charges collected by Purchaser will be allocated first to then current
amounts due or past due to Purchaser, then to amounts due for the month in
which Closing occurs, then to amounts due for the month immediately prior to
the month in which Closing occurs and, finally, to amounts due for any
remaining periods.


 


(iv)          Any
escalations on account of taxes, operating expenses, percentage rents or other
charges not due and payable as of the Closing Date shall be prorated in
accordance with the provisions of paragraph (f) below.


 


(d)           Operating
Expenses.  All Operating
Expenses shall be prorated between Seller and Purchaser as of the Closing Date
on an accrual basis, based on the actual number of days in the month during
which the Closing Date occurs.  Seller
shall be responsible for all Operating Expenses attributable to the period
before the Closing Date and Purchaser shall be responsible for all Operating
Expenses attributable to the period on and after the Closing Date.  To the extent commercially reasonable and
practicable, Seller and Purchaser shall obtain billings and meter readings as
of the Business Day preceding the Closing Date to aid in the proration of
charges for gas, electricity and other utility services.  If billings or meter readings as of the
Business Day preceding the Closing Date are obtained, adjustments of any costs,
expenses, charges or fees shown thereon shall be made in accordance with such
billings or meter readings.  If billings
or meter readings as of the Business Day preceding the Closing Date are not
available for any utility service, the charges therefor shall be adjusted at
the Closing on the basis of the per diem charges for the most recent prior
period for which bills were issued and shall be further adjusted at the Final
Closing Adjustment on the basis of the actual bills for the current period.


 


(e)           Leasing
Costs.  All verifiable
out-of-pocket costs incurred by Seller in connection with any lease entered
into pursuant to the provisions of Section 3.4 (with Purchaser’s approval to
the extent therein provided) shall be prorated over the initial term of any
such lease and shall be prorated between Seller and Purchaser as of the Closing
Date. For the purposes hereof, such costs shall include only brokerage fees,
reasonable legal fees, leasehold contribution payments, cost of leasehold
improvements and free rent.


 


(f)            Final
Closing Adjustment.  No
later than sixty (60) days after receipt of the year end statement with respect
to the applicable items, Seller and Purchaser shall make a final adjustment to
the prorations pursuant to this subsection (f) (the “Final Closing
Adjustment”).  The Final Closing
Adjustment shall be made in the following manner:


 


(1)           General.  All adjustments or prorations which could
not be determined at the Closing because of the lack of actual statements,
bills or invoice for the current period or any other reason shall be made as a
part of the Final Closing Adjustment and any net adjustment shall be paid in
cash no later than twenty (20) days after the Final Closing Adjustment.


 


(2)           No
Further Adjustments.  The
Final Closing Adjustment shall be conclusive and binding upon Seller and
Purchaser and Seller and Purchaser hereby waive any right to contest after the
Final Closing Adjustment any prorations, apportionments or adjustments to be
made pursuant to this Section.


 


18

















 


(g)           Closing
Costs.  Purchaser and
Seller shall each pay their own legal fees related to the preparation of this
Agreement and all documents required to settle the transaction contemplated
hereby. Seller shall pay all documentary stamp charges, recording costs for any
items necessary to clear title, and one-half of any escrow charges. Purchaser
shall pay (i) all costs associated with its due diligence, including the cost
of appraisals, architectural, engineering, credit and environmental reports,
(ii) all title insurance premiums and charges, all title examination costs, and
other charges of the Title Company (but only one-half of any escrow charges)
and (iii) all survey costs, and (iv) all recording costs (except recording
costs for any items necessary to clear title). 
All other customary purchase and sale closing costs shall be paid by
Seller or Purchaser in accordance with the custom in the jurisdiction where the
Property is located.


 


(h)           Use of
Money to Clear Title.  To
enable Seller to convey title as herein provided, Seller may on the Closing
Date, use the Purchase Price or any portion thereof to clear title provided
that all instruments evidencing the clearing thereof are delivered at Closing
except that, in the case of any mortgage, Seller may deliver a “pay-off” letter
satisfactory to Purchaser’s title insurer and shall promptly thereafter obtain
and record a discharge.


 


ARTICLE 9


 


Real
Estate Commission


 


Section 9.1.           Indemnity.  Seller represents and warrants to Purchaser
and Purchaser represents and warrants to Seller that it has dealt with no real
estate broker or other person who would be entitled to be paid a commission or
other fee in connection with the transaction which is the subject of this
Agreement except Seller’s Broker, whose fee shall be paid by Seller pursuant to
a separate agreement, and Seller agrees to indemnify Purchaser and Purchaser agrees
to indemnify Seller from and against any loss, cost, damage or expense arising
out of the breach by the indemnifying party of the foregoing representation and
warranty.  The provisions of this
Section shall survive the Closing or termination of this Agreement.


 


ARTICLE 10


 


Termination
and Default


 


Section 10.1.        Termination without
Default.  If the sale of the
Property is not consummated because of the failure of any condition precedent
to Purchaser’s obligations expressly set forth in this Agreement or for any
other reason except a default by Purchaser in its obligation to purchase the
Property in accordance with the provisions of this Agreement, the Deposit shall
promptly be returned to Purchaser.


 


Section 10.2.        Purchaser’s Default.  If the sale contemplated hereby is not
consummated because of a default by Purchaser in its obligation to purchase the
Property in accordance with the terms of this Agreement or if Purchaser shall
fail to make the additional deposit pursuant to Section 2.3(b) if the same becomes
due and such failure continues for two Business Days after the giving of notice
thereof by Seller, then: (a) this Agreement shall


 


19

















 


terminate; (b) the Deposit
shall be paid to and retained by Seller as liquidated damages; and (c) except
for matters specifically surviving the termination of this Agreement, Seller
and Purchaser shall have no further obligations to each other.  PURCHASER AND SELLER ACKNOWLEDGE THAT THE
DAMAGES TO SELLER IN THE EVENT OF A BREACH OF THIS AGREEMENT BY PURCHASER WOULD
BE DIFFICULT OR IMPOSSIBLE TO DETERMINE, THAT THE AMOUNT OF THE DEPOSIT
REPRESENTS THE PARTIES’ BEST AND MOST ACCURATE ESTIMATE OF THE DAMAGES THAT
WOULD BE SUFFERED BY SELLER IF THE TRANSACTION SHOULD FAIL TO CLOSE AND THAT
SUCH ESTIMATE IS REASONABLE UNDER THE CIRCUMSTANCES EXISTING AS OF THE DATE OF
THIS AGREEMENT AND UNDER THE CIRCUMSTANCES THAT SELLER AND PURCHASER REASONABLY
ANTICIPATE WOULD EXIST AT THE TIME OF SUCH BREACH.  SUBJECT TO SECTION 11.8, PURCHASER AND SELLER AGREE THAT SELLER’S
RIGHT TO RETAIN THE DEPOSIT SHALL BE SELLER’S SOLE REMEDY, AT LAW AND IN
EQUITY, FOR PURCHASER’S FAILURE TO PURCHASE THE PROPERTY IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT.


 


Section 10.3.        Seller’s Default.  If Purchaser shall have performed or
tendered performance of all of its material obligations under this Agreement,
and Seller defaults in its obligation to sell the Property to Purchaser in
accordance with the terms of this Agreement, then, Purchaser may, as its sole
and exclusive remedy at law or in equity: (a) terminate this Agreement by
giving written notice thereof to Seller, in which event the Deposit will
promptly be returned to Purchaser and the parties shall have no further
obligation to each other except for matters specifically surviving the
termination of this Agreement; (b) waive such default and consummate the
transactions contemplated hereby in accordance with the terms of this
Agreement; or (c) specifically enforce this Agreement.  Purchaser hereby irrevocably waives any
other right or remedy for such default.


 


Section 10.4.        Breach of
Representations.  Seller and
Purchaser agree that each shall be liable for the direct, but not consequential
or punitive, damages resulting from any breach of its representations and
warranties expressly set forth in Article 7 hereof, provided, however, that (i)
the total liability of Seller and Syratech for all such breaches shall not, in
the aggregate, exceed Five Hundred Thousand Dollars ($500,000.00) and (ii) such
representations and warranties are personal to Seller and Purchaser and may not
be assigned to or enforced by any other Person except an assignee permitted
pursuant to Section 11.3.  Purchaser
further agrees that no claims shall be made for any alleged breach of any
representation or warranty made by Seller unless the amount of such claims, in
the aggregate, exceed $10,000.  Except
for the provisions of Section 9.1, the representations and
warranties of any Seller or Purchaser set forth in this Agreement herewith
shall survive the Closing only for a period of twelve (12) months, and no
action or proceeding thereon shall be valid or enforceable, at law or in
equity, if a legal proceeding is not commenced within that time.


 


ARTICLE 11


 


Miscellaneous


 


Section 11.1.        Entire Agreement.  This Agreement constitutes the entire
agreement between the parties hereto with respect to the transactions
contemplated herein, and it supersedes


 


20

















 


all prior discussions,
understandings or agreements between the parties.  All Exhibits and Schedules attached hereto are a part of this
Agreement and are incorporated herein by reference.


 


Section 11.2.        Binding On Successors
and Assigns.  Subject to Section 11.3,
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns.


 


Section 11.3.        Assignment by Purchaser.  Except as provided the immediately
succeeding sentence, Purchaser may not assign its rights under this Agreement and
any attempted assignment in violation of this Section 11.3 shall be void ab
initio and, at Seller’s election, this Agreement shall terminate and Seller may
retain the Deposit as provided in Section 10.2.  Notwithstanding the foregoing, Purchaser may assign its rights
(without thereby releasing Purchaser) to an entity in which Purchaser or its
principals, directly or through an affiliate, has an ownership interest
provided that, at the time of assignment, Purchaser (i) gives written notice
thereof at least three (3) Business Days prior to Closing identifying the
assignee and its address (ii) certifies to Seller that the foregoing condition
has been satisfied and (iii) provides a written assumption by the assignee of
all obligations of Purchaser hereunder.


 


Section 11.4.        Waiver.  The excuse or waiver of the performance by a
party of any obligation of the other party under this Agreement shall only be
effective if evidenced by a written statement signed by the party so excusing
or waiving.  No delay in exercising any
right or remedy shall constitute a waiver thereof, and no waiver by Seller or
Purchaser of the breach of any covenant of this Agreement shall be construed as
a waiver of any preceding or succeeding breach of the same or any other
covenant or condition of this Agreement.


 


Section 11.5.        Governing Law.


 


(a)           This
Agreement shall be construed and the rights and obligations of the Seller and
Purchaser hereunder determined in accordance with the internal laws of the
Commonwealth of Massachusetts.


 


(b)           For
the purposes of any suit, action or proceeding involving this Agreement,
Purchaser hereby expressly submits to the jurisdiction of all federal and state
courts sitting in the Commonwealth of Massachusetts and consents that any
order, process, notice of motion or other application to or by any such court
or judge thereof may be served within or without such court’s jurisdiction by
registered mail or by personal service, provided that a reasonable time for
appearance is allowed, and Purchaser agrees that such courts shall have
exclusive jurisdiction over any such suit, action or proceeding commenced by
either or both of said parties.  In
furtherance of such agreement, Purchaser agrees upon the request of Seller to
discontinue (or agree to the discontinuance of) any such suit, action or
proceeding pending in any other jurisdiction.


 


(c)           Purchaser
hereby irrevocably waives any objection that it may now or hereafter have to
the venue of any suit, action or proceeding arising out of or relating to this
Agreement brought in any federal or state court sitting in the Commonwealth of
Massachusetts and hereby further irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been brought in an
inconvenient forum.


 


21

















 


(d)           In
recognition of the benefits of having any disputes with respect to this
Agreement resolved by an experienced and expert person, Seller and Purchaser
hereby agree that any suit, action, or proceeding, whether claim or
counterclaim, brought or instituted by any party hereto on or with respect to
this Agreement or which in any way relates, directly or indirectly, to this
Agreement or any event, transaction, or occurrence arising out of or in any way
connected with this Agreement or the Property, or the dealings of the parties
with respect thereto, shall be tried only by a court and not by a jury.  EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT
TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING.


 


Section 11.6.        Counterparts.  This Agreement may be executed in any number
of counterparts and it shall be sufficient that the signature of each party
appear on one or more such counterparts. 
All counterparts shall collectively constitute a single agreement.


 


Section 11.7.        Notices.  All notices or other communications required
or provided to be sent by either party shall be in writing and shall be sent
by: (i) by United States Postal Service, certified mail, return receipt
requested, (ii) by any nationally known overnight delivery service for next day
delivery, (iii) delivered in person or (iv) by facsimile transmission (provided
that, in the case of notice given pursuant to clause (iv), such notice shall
thereafter be confirmed by delivered pursuant to one of the other notice
delivery methods). All notices shall be deemed to have been given upon
receipt.  All notices shall be addressed
to the parties at the addresses below:


 


	
   

  	
  To Seller:

  	
   

  	
  Leonard Florence Associates, Inc.

  
	
   

  	
   

  	
   

  	
  175 McClellan Highway

  
	
   

  	
   

  	
   

  	
  East Boston, Massachusetts 
  02128-9114

  
	
   

  	
   

  	
   

  	
  Attn: Lisa MacGillivray, Counsel

  
	
   

  	
   

  	
   

  	
  Telephone: (617)568-1350

  
	
   

  	
   

  	
   

  	
  Facsimile: (617) 568-1361

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  and with a copy to:

  	
   

  	
  Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C.

  
	
   

  	
   

  	
   

  	
  One Financial Center

  
	
   

  	
   

  	
   

  	
  Boston, Massachusetts 02111

  
	
   

  	
   

  	
   

  	
  Attn.: Frederick Pittaro, Esq.

  
	
   

  	
   

  	
   

  	
  Telephone: (617) 348-1714

  
	
   

  	
   

  	
   

  	
  Facsimile: (617) 542-2241

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  To Purchaser:

  	
   

  	
  Berkeley Investments, Inc.

  
	
   

  	
   

  	
   

  	
  121 High Street

  
	
   

  	
   

  	
   

  	
  Boston, Massachusetts  02110

  
	
   

  	
   

  	
   

  	
  Attention:  Mr. Young K. Park

  
	
   

  	
   

  	
   

  	
  Telephone:  (617) 439-0008

  
	
   

  	
   

  	
   

  	
  Facsimile:  (617) 439-4449

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  with a copy to:

  	
   

  	
  Bingham McCutchen LLP

  
	
   

  	
   

  	
   

  	
  150 Federal Street

  
	
   

  	
   

  	
   

  	
  Boston, Massachusetts  02110

  



 


22

















 


	
   

  	
   

  	
   

  	
  Attn:  Richard A. Toelke

  
	
   

  	
   

  	
   

  	
  Telephone:  (617 951-8830

  
	
   

  	
   

  	
   

  	
  Facsimile:  (617) 951-8736

  



 


Any address or name specified above may be changed by notice given to
the addressee by the other party in accordance with this Section 11.7.  The inability to deliver notice because of a
changed address of which no notice was given as provided above, or because of
rejection or other refusal to accept any notice, shall be deemed to be the
receipt of the notice as of the date of such inability to deliver or rejection
or refusal to accept.  Any notice to be
given by any party hereto may be given by the counsel for such party.


 


Section 11.8.        Attorneys’ Fees.  In the event of a judicial or administrative
proceeding or action by one party against the other party with respect to the
interpretation or enforcement of this Agreement, the prevailing party shall be
entitled to recover reasonable costs and expenses including reasonable
attorneys’ fees and expenses, whether at the investigative, pretrial, trial or
appellate level.  The prevailing party
shall be determined by the court based upon an assessment of which party’s
major arguments or position prevailed.


 


Section 11.9.        IRS Real
Estate Sales Reporting. 
Purchaser and Seller hereby agree that the Title Company shall act as
“the person responsible for closing” the transaction which is the subject of
this Agreement pursuant to Section 6045(e) of the Code and shall prepare and
file all informational returns, including IRS Form 1099-S, and shall otherwise
comply with the provisions of Section 6045(e) of the Code.


 


Section 11.10.      Time Periods.  Any reference in this Agreement to the time
for the performance of obligations or elapsed time shall mean consecutive
calendar days, months, or years, as applicable.  In the event the time for performance of any obligation hereunder
expires on a day that is not a Business Day, the time for performance shall be
extended to the next Business Day.


 


Section 11.11.      Modification
of Agreement.  No
modification of this Agreement shall be deemed effective unless in writing and
signed by Seller and Purchaser.


 


Section 11.12.      Descriptive
Headings; Word Meaning. 
The descriptive headings of the paragraphs of this Agreement are
inserted for convenience only and shall not control or affect the meaning or
construction of any provisions of this Agreement.  Words such as “herein”, “hereinafter”, “hereof’ and “hereunder”
when used in reference to this Agreement, refer to this Agreement as a whole
and not merely to a subdivision in which such words appear, unless the context
otherwise requires.  The singular shall
include the plural and the masculine gender shall include the feminine and
neuter, and vice versa, unless the context otherwise requires.  The word “including” shall not be
restrictive and shall be interpreted as if followed by the words “without
limitation.”


 


Section 11.13.      Time of
the Essence.  Time is of
the essence of this Agreement and all covenants and deadlines hereunder.  Without limiting the foregoing, Purchaser
and Seller hereby confirm their intention and agreement that time shall be of
the essence of each and every provision of this Agreement, notwithstanding any
subsequent modification or extension of any


 


23

















 


date or time period that is
provided for under this Agreement.  The
agreement of Purchaser and Seller that time is of the essence of each and every
provision of this Agreement shall not be waived or modified by any conduct of
the parties, and the agreement of Purchaser and Seller that time is of the
essence of each and every provision of this Agreement may only be modified or
waived by the express written agreement of Purchaser and Seller that time shall
not be of the essence with respect to a particular date or time period, or any
modification or extension thereof, which is provided under this Agreement.


 


Section 11.14       Construction
of Agreement.  This
Agreement shall not be construed more strictly against one party than against
the other merely by virtue of the fact that it may have been prepared primarily
by counsel for one of the parties, it being recognized that both Purchaser and
Seller have contributed substantially and materially to the preparation of this
Agreement.


 


Section 11.15.      Limitations
on Liability. 
Notwithstanding anything to the contrary in this Agreement, and subject
to any additional limitations on Seller’s liability set forth elsewhere in this
Agreement: (a) Purchaser’s recourse against Seller under this Agreement or any
agreement, document, certificate or instrument delivered by Seller hereunder,
or under any law, rule or regulation relating to the Property, shall be limited
to Seller’s interest in the Property (or, following the Closing, to the net
proceeds of the sale of the Property actually received by it); and (b) in no
event shall any of the Seller Parties or any Purchaser’s direct or indirect
owners, and their agents, officers, directors, trustees, partners, members,
stockholders, advisors or managers have any personal liability hereunder.  The acceptance of the Deed shall constitute
full performance of all of Seller’s obligations hereunder other than those
obligations of Seller that by the express terms hereof are to survive the
Closing.


 


Section 11.16.      Severability.  The parties hereto intend and believe that
each provision in this Agreement comports with all applicable local, state and
federal laws and judicial decisions. 
If, however, any provision in this Agreement is found by a court of law
to be in violation of any applicable local, state, or federal law, statute,
ordinance, administrative or judicial decision, or public policy, or if in any
other respect such a court declares any such provision to be illegal, invalid,
unlawful, void or unenforceable as written, then it is the intent of all
parties hereto that, consistent with and with a view towards preserving the
economic and legal arrangements among the parties hereto as expressed in this
Agreement, such provision shall be given force and effect to the fullest
possible extent, and that the remainder of this Agreement shall be construed as
if such illegal, invalid, unlawful, void, or unenforceable provision were not
contained herein, and that the rights, obligations, and interests of the
parties under the remainder of this Agreement shall continue in full force and
effect.


 


Section 11.17.      No
Recording.  Neither
Purchaser nor its agents or representatives shall record or file this Agreement
or any notice or memorandum hereof in any public records.  If Purchaser breaches the foregoing
provision, this Agreement shall, at Seller’s election, terminate, and Seller
shall retain the Deposit in accordance with Section 10.2.  Purchaser hereby irrevocably appoints each
Seller as its true and lawful attorney-in-fact, coupled with an interest, for
the purpose of executing and recording such documents and performing such other
acts as may be necessary to terminate any recording or filing of this Agreement
in violation of this Section.


 


24

















 


Section 11.18.      No
Implied Agreement. 
Neither Seller nor Purchaser shall have any obligations in connection
with the transaction contemplated by this Agreement unless both Seller and
Purchaser, each acting in its sole discretion, elects to execute and deliver
this Agreement to the other party.  No
correspondence, course of dealing or submission of drafts or final versions of
this Agreement between Seller and Purchaser shall be deemed to create any
binding obligations in connection with the transaction contemplated hereby, and
no contract or obligation on the part of Seller or Purchaser shall arise unless
and until this Agreement is fully executed by both Seller and Purchaser.  Once executed and delivered by Seller and
Purchaser, this Agreement shall be binding upon them notwithstanding the
failure of Escrow Agent or any broker or other Person to execute this
Agreement.


 


Section 11.19.      Syratech
Joinder.  Syratech joins
in this Agreement solely for the purposes of (i) agreeing to be bound by the
provisions of Sections 8.2(d), (e), (l) and (m) (including the remedy of
specific performance with respect thereto contained in Section 10.3(c)) and
(ii) agreeing to be bound by the provisions of Section 10.4 of this Agreement,
jointly and severally with Seller (subject to the limitations on liability
contained therein).


 


 


[Remainder of page intentionally left blank]


 


25

















 


IN
WITNESS WHEREOF, Seller and Purchaser hereto have
executed this Agreement as of the date first written above.


 


	
   

  	
  SELLER:  LEONARD FLORENCE ASSOCIATES, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory W. Hunt

  	
   

  
	
   

  	
  Name:

  	
  Gregory W. Hunt

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  
	
   

  
	
   

  	
  SYRATECH:

  
	
   

  	
   

  
	
   

  	
  SYRATECH
  CORPORATION

  
	
   

  	
  By:

  	
  /s/ Gregory W. Hunt

  	
   

  
	
   

  	
  Name:

  	
  Gregory W. Hunt

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER:  BERKELEY INVESTMENTS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/Young K. Park

  	
   

  
	
   

  	
  Name:

  	
  Young K. Park

  	
   

  
	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  
	
   

  	
  ESCROW AGENT:

  
	
   

  	
   

  
	
   

  	
  LAWYERS TITLE INSURANCE CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Robert J. Capozzi

  	
   

  
	
   

  	
  Name:

  	
  Robert J. Capozzi

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
							



 


26