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ST9502-CS 951016lO-1V-95Al l :11 CABLE-dWAL TELEX-73~385 TELECOPIER-(:::'I4} 953-58;':::' WRITER'S DIRECT DIAL NO.: Richard M. Dooley (214) 953-5980 JACKSON & WALKER, L.L.P. ATTORNEYS AND COUNSELORS 9ol MAIN STREET SUITE 6000 DALLAS, TEXAS 75202-3797 (214) 953-6000 October 16, 1995 OTHER LO~'~ITIONS HOUSTON FORT WORTH SAN ANTONIO VIA TELECOPY 965-0010 Peter G. Smith, Esq. Nichols, Jackson, Dillard, Haggard & Smith 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 East-West Public Road (herein so called) to the north of the tract being acquired by Comerica Bank-Texas CComerica") located in Coppell, Texas Dear Pete: Attached is a letter, dated, October 13, 1995, to me from Daniel G. Carducci, Esq., Senior Corporate Counsel for Wendy's International, Inc. CWendy's"), requesting certain changes to the Construction Supervision Agreement regarding the East-West Public Road telecopied to you on October 12, 1995. I have been advised by Donald H. Snell, Esq., attorney for Comerica, that he has no problems with such Construction Supervision Agreement as originally drafted. By copy of this letter, I am also telecopying the attached to Mr. Snell. Since Wendy's is anxious to schedule the construction of the East-West Public Road as soon as possible, I would appreciate a telephone call from you today regarding the attached letter and the documents previously telecopied to you by me on October 12, 1995. Very truly yours, Richard M. Dooley RMD/am Enclosure Peter G. Smith, Esq. October 16, 1995 Page 2 CC: Daniel G. Carducci, Esq. - VIA TELECOPY 614/764-3243 Donald H. Snell, Esq. (w/enc.) - VIA TELECOPY 871-3517 Mr. Dan Beaird (w/enc.) Mr. Harold Ginsburg (w/enc.) Mr. Ken Griffin (w/enc.) Mr. Harry Hargrave (w/enc.) Mr. Paul Hoffman (w/enc.) Jay S. Turner, Esq. (w/enc.) Mr. Tim West (w/enc.) Mr. Jim Witt (w/enc.) RMD/437287/D ,/ Writ~'s Dite~t Dial lqo. (614) 764-3397 Fax No. (614) 764-3243 VIA FACSIMILE October 13, 1995 Richard M. Dooley Jackson & Walker, L.L.P. 901 Main Street Suite 6000 Dallas, Texas 75202-3797 Real F.~tate Purchase Contract (the "Contract") by and between The Parks of Coppell Trust, as Seller, and Wendy's IaWmational, Inc. CWendy'S"), as buyer, covering a tract of land located in Coppelt, Texas Dear Richard: I am in receipt of and have reviewed the Right-of-Way Dedication, Construction Supervision Agreement a.ad Escrow Agreement for the proposed east/west public road. In fight of the fact that the Const_metion Supervision Agreement involves multiple parties it is necessary to provide a more detailed mechanism by which change orders and/or cost overruns would be approved by the paxties. Accordingly, I am requesting that you insert the following language to paragraph 2 of the Construction Supervision Agreement beginning on the eighteenth line of existing paragraph 2. This language shall replace the balance Of paragraph 2: "Wendy's agrees that Wendy's will not issue or approve any change order under the East-West Public Road Construction Contract, or accept or permit any change, amendment or supplement to the Fast-West Public Road Construction Contract or accept or permit the East-West Public Road Contractor to mamrially deviam from the East-West Public Road Plans in the construction of the East-West Public Road without written authorization from the Trust, the City and Comerlea. In the event a change order is required, Wendy's shall submit counterparts of the written change order request to the Trust, the City and Comerica. The form and content of the change order request shall correspond with the standard AIA form. The Trust, the City and Comerica shall have three business days from receipt to approve the change order request. If no objection to the change order is received within three business days then the change order is deemed approved and each party shall be requi.md to J October 13, i995 Page 2 d~posit one third of ~6 total of the additional funds requirfl into escrow. The deposit ratios and handling of the additional funds if any slmll be governed by tl~ Escrow Agr~ment. In the event any party objects to the change order xequest, the objecting party shall detaj! it's objections in writing to Wendy's. Wendy's upon receipt shall undertake to satisfy the applicable partyis objections and shall resubmit to the Trust, the City and Comerica a revised cltange order request. If Wendy's is unable to satisfy the objections raised or if an objection is raised to the revised change order request then Wendy's may: 0 by written notice to the Trust, ~e City and Comerica withdraw from its duties pursuant to this agreement in which event Wendy's shatl be r~lieved from all. further obligations and/or liabilities hereunder; or (ii) institute a Bill if I. nt~rpleader in any court of competent jurisdiction to determine the rights of any of the parries claiming an interest or raising an objection to the action taken or to be taken by Wendy's in its role of supervising construction pursuant to tiffs agreement. Wendy's shall have a prior lien upon the funds held in escrow for all reasonabIe expenses, charges, and attomey's fees incurtext by Wendy's incident to any Bill of Interpleads." The balance of the Construction Supervision Agreement is accelvtable as is the Right-of-Way Dedication and Escrow Agreement. DGC/plr cc: Paul Hoffman Tim West Bob DeAtley Ron W_alhce Laura Roisum (via fax) Beth Amber Janclle Johnston Very t~ yours, , ~C/~' ST~b'C Daniel G. Caxducci Senior Corporate Counsel INC.