1994-03-10_GENERAL DOCUMENTS - C1981017

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Robert B. Emerson March 8, 1994 Page 2 As noted in my previous letter, there are numerous unpaid liens against the property, and it is very common to sell free of liens in a bankruptcy case. We acknowledge that the Town is entitled to receive title free of the claims of Resources' creditors. We anticipate that property taxes will be not be a Permitted Encumbrance, and that such taxes will be paid at closing. We suggest deletion of Section 15, because creditors may be concerned that the bankruptcy estate is creating an open ended liability. In place of Section 15, we suggest the following addition to Exhibit B: Condition of and Damage to Property. The Property and Inclusions shall be conveyed in their present condition, ordinary wear and tear - excepted. In the event the Property shall be damaged by fire or other casualty prior to closing, Seller shall repair the same or this contract may be terminated at the option of Purchaser. With respect to Exhibit B, Section l.a, could you advise how long it will take to issue and sell bonds as contemplated by that provision? We need to add a sentence so that the provision does not permit open-ended extensions. We suggest the following: "If such proceeds are not available within thirty (30) days after satisfaction of all other conditions to this contract, Seller, at its election, may terminate this contract. " With respect to Exhibit B, Section l.b.i, Resources is using ENSR to do the environmental assessment. We believe that ENSR is one of the largest and most reputable firms doing this type of work. Could you confirm if this company is acceptable to and approved by the Town, as contemplated by the contract? We anticipate that ENSR's written report can be delivered by April 15, as your draft contemplates. If the Town wishes to designate any locations for site testing, could that be done now, so that the report is not delayed on account of additional testing? With respect to Exhibit B, Section l.b.ii, Resources does not want to be bound to use USPCI. We also need to protect the bankruptcy estate against unknown commitments to remediate. Accordingly, the first sentence of the section should be changed as follows: "The Seller shall perform the remediation necessary to comply with the Phase II environmental site assessment referred to in the preceding subparagraph, provided, however, that if Seller does not wish to perform the remediation required as a result of the site assessment, Seller may terminate this contract. "