EXHIBIT 10.19
PRUDENTIAL INVESTMENT MANAGEMENT, INC.
PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
Dated as of March __, 2002
Heritage Property Investment Trust, Inc.
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Re: Prudential Advisory Services
Ladies and Gentlemen:
Reference is hereby made to that certain letter agreement, dated as of
July 13, 1999, as amended, including by that certain letter agreement, dated as
of September 18, 2000 (the "ENGAGEMENT LETTER"), relating to the retention of
Prudential Investment Management, Inc. (f/k/a The Prudential Investment
Corporation, "PIC") and Prudential Investment Management Services LLC ("PIMS"
and together with PIC, "PRUDENTIAL"), as advisors to Heritage Property
Investment Trust, Inc. ("HERITAGE"), as described in the Engagement Letter. We
understand that Heritage proposes to complete an initial public offering (the
"INITIAL PUBLIC OFFERING") of shares of its common stock, par value $.001 per
share ("COMMON STOCK"). In connection with the consummation of the Initial
Public Offering (the "CLOSING"), the parties hereto wish to enter into this
letter agreement providing for the terms of the advisory fee in connection
with the Initial Public Offering and the termination of the Engagement Letter
effective upon the Closing in accordance with the terms set forth below.
1. TERMINATION OF ENGAGEMENT LETTER. Effective upon the Closing, each
of the parties hereto hereby acknowledges and agrees that, except as expressly
provided in Section 3 hereof, the Engagement Letter shall terminate and be of no
force and effect, and, from and after the Closing, Prudential shall have no
right to provide any advisory or other services to Heritage under the Engagement
Letter and, except as expressly provided in Section 3 hereof, neither Heritage
or any of its affiliates nor Prudential or any of its affiliates shall have any
obligations to the other party hereto under the Engagement Letter, all such
obligations having been satisfied and discharged.
2. INITIAL PUBLIC OFFERING FEE. In consideration for certain services
provided by Prudential to Heritage under the Engagement Letter in connection
with the Initial Public Offering, Heritage agrees to pay to Prudential on the
business day immediately following the Closing by wire transfer of immediately
available funds, an amount in cash equal to the product of (a) .0050, multiplied
by (b) 27,000,000, multiplied by (c) the initial public offering price paid in
connection with the Initial Public Offering (the "INITIAL PUBLIC OFFERING FEE").
For purposes of illustration only, if the initial public offering price paid in
connection with the Initial Public Offering is $25.00 per share, the
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Initial Public Offering Fee would be $3,375,000. In addition, on the business
day immediately following the Closing, as provided in Section 4 of the
Engagement Letter, Heritage shall also reimburse Prudential for all out of
pocket incidental expenses incurred by Prudential and not reimbursed by Heritage
prior to the Closing. Upon payment of the Initial Public Offering Fee and
reimbursement of expenses provided in the foregoing sentence, Heritage shall not
be required to pay to Prudential or any of its affiliates, and neither
Prudential nor any of its affiliates shall be entitled to receive, any
additional compensation or amounts with respect to services performed by
Prudential on Heritage's behalf, whether prior to or following the Closing,
including without limitation, under the Engagement Letter.
3. SURVIVAL. Notwithstanding the termination of the Engagement Letter
in accordance with the terms of this Agreement, Sections 5, 6, 7 and 8 of the
Engagement Letter shall survive such termination and shall continue in full
force and effect. Without in any way modifying the foregoing sentence, the PIMS
Indemnification Letter shall survive the termination of the Engagement Letter
and shall continue in full force and effect in accordance with its terms.
4. ENTIRE AGREEMENT. This Agreement contains the entire understanding
of the parties, supersedes all prior agreements and understandings, whether
written or oral, relating to the subject matter hereof, including without
limitation the Engagement Letter, and may not be amended except by a written
instrument hereafter signed by the parties hereto.
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If the foregoing correctly sets forth the understanding between us,
please so indicate on the enclosed signed copy of this Agreement in the space
provided below and return it to Prudential, whereupon this Agreement shall
constitute a binding agreement between us.
Very truly yours,
PRUDENTIAL INVESTMENT
MANAGEMENT, INC.
(f/k/a The Prudential Investment Corporation)
By:
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Name:
Title:
PRUDENTIAL INVESTMENT
MANAGEMENT SERVICES, LLC
By:
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Name:
Title:
Accepted and Agreed:
HERITAGE PROPERTY INVESTMENT
TRUST, INC.
By:
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Name:
Title: