BIG BSP INVESTMENTS, LLC
75 Broad Street, Suite 2110
New York, New York 10004
June 16, 2020
Broad Street Operating Partnership, L.P.
c/o Broad Street Realty, Inc.
7250 Woodmont Avenue, Suite 350
Bethesda, Maryland 20814
Re: Broad Street BIG First OP LLC (the Company)
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Operating Agreement of Broad Street BIG First Op LLC, dated as of December 27, 2019, among the Company, the undersigned, as the Class A Member, and you, as the Class B Member (the Operating Agreement). Capitalized terms used in this letter without definition shall have the meanings set forth in the Operating Agreement, and references to a Section in this letter refers to a section of the Operating Agreement.
You have advised us that the Company requires funds for the payment, by its Subsidiaries which own the Properties located at 1234 Richmond Road, Williamsburg, Virginia, 220 Monticello Avenue, Williamsburg, Virginia, 9031 West Broad Street, Richmond, Virginia, 6617-6737 Annapolis Road, Landover Hills, Maryland, 4801 Marlboro Pike, Capitol Heights, Maryland, and 2644-2700 Dekalb Pike, East Norriton, Pennsylvania (such Subsidiaries being collectively referred to as the Property Owners), of debt service and tax and insurance escrows (collectively, Mortgage Loan Payments) under the Mortgage Loan affecting those Properties, due to the decrease in receipts of rents due to the coronavirus pandemic and the resulting store closures and reduced revenues from stores that remain open. You have advised us that Company requested that you contribute the amount of $2,428,000.00 required to pay such items, which constitute Required Costs under Section 3.2A, and when you indicated that you did not have the funds to satisfy that request, the undersigned made a similar request under Section 3.2B, which you indicated that you could not satisfy for the same reason.
Accordingly, as you did not make the necessary contribution to pay Required Costs as described above, the undersigned, as the Class A Member of the Company, has elected to provide the sum of $2,428,000.00 as a Capital Contribution under Section 3.2C(ii) (the $2,428,000 Contribution), which shall be contributed to the Property Owners for the purpose of making Mortgage Loan Payments. The $2,428,000 Contribution shall be shown on the books and records of the Company and on the books and records of the Property Owners, as capital contributions to the Property Owners, in the following amounts: (i) $305,089.00 to BSV Colonial Owner LLC (which capital contribution shall be made through its Holding Company, BSV Colonial Investor LLC); (ii) $355,937.00 to BSV Lamonticello Owner LLC (which capital