Notice of Exercise of Right of First Refusal by UIDC Management, Inc. and UIDC of Texas, Co. to Financial Center, Inc. and FCLT Tower, L.P.
Summary
UIDC Management, Inc. and UIDC of Texas, Co. have formally notified Financial Center, Inc. and FCLT Tower, L.P. that they are exercising their right of first refusal to purchase an interest, as provided under a Limited Partnership Agreement and a Settlement Agreement. This notice is in response to an offer received by UIDC, and confirms UIDC's intent to match the terms of that offer. The notice is sent in accordance with the procedures and timelines set out in the relevant agreements.
EX-2.2 4 h07361exv2w2.txt NOTICE OF EXERCISE OF RIGHT EXHIBIT 2.2 UIDC MANAGEMENT, INC. UIDC OF TEXAS, CO. 900 NORTH MICHIGAN AVENUE, SUITE 1400 CHICAGO, ILLINOIS 60611 May 28, 2003 VIA FACSIMILE AND FEDERAL EXPRESS - --------------------------------- Financial Center, Inc. FCLT Tower, L.P. 1001 Fannin Street, Suite 1070 Houston, Texas 77002 Attention: Mr. Robert W. Brown Mr. Jerry Thompson Facsimile: (713) 651-1710 Re: Notice of exercise of right of first refusal by UIDC Management, Inc. and UIDC of Texas, Co. (collectively, "UIDC") pursuant to Section 7.4 of the Limited Partnership Agreement dated as of the 19th day of December, 1994 (the "PARTNERSHIP AGREEMENT"), creating FC Tower Property Partners, L.P., and Section 15.A of the Settlement Agreement and Mutual Release executed March 15, 2002 (the "SETTLEMENT AGREEMENT"), and in response to that certain notice letter dated April 30, 2003 from First City to UIDC ("FIRST CITY'S NOTICE") providing notice to UIDC of UIDC's opportunity to exercise the right of first refusal pursuant to the Partnership Agreement and the Settlement Agreement. Dear Bob and Jerry: Please refer to the Partnership Agreement, the Settlement Agreement and First City's Notice, each referenced above. This letter is to notify you that UIDC has elected to exercise its right of first refusal pursuant to Section 7.4 of the Partnership Agreement and Section 15.A of the Settlement Agreement. UIDC HEREBY EXERCISES ITS RIGHT OF FIRST REFUSAL IN RESPONSE TO FIRST CITY'S NOTICE DATED APRIL 30, 2003. UIDC MANAGEMENT, INC. By: --------------------------------------- Name: --------------------------------------- Title: --------------------------------------- UIDC OF TEXAS, CO. By: UIDC Management, Inc. By: --------------------------------------- Name: --------------------------------------- Title: --------------------------------------- cc: Carrington, Coleman, Sloman & Blumenthal 200 Crescent Court, Suite 1500 Dallas, Texas 75201 Attention: Don R. Hanmer Facsimile: (214) 758-3765 Pircher, Nichols & Meeks 1925 Century Park East, Suite 1700 Los Angeles, California 90067 Attention: Phillip G. Nichols Facsimile: (310) 201-8922
