A Zoning Amendment Petition Has been received from BMR-320 Charles LLC c/o BioMed Realty, L. P., regarding a Zoning Ordinance and the Zoning Map of the City of Cambridge, which, upon adoption would create a new East Cambridge Community Enhancement Overlay District, or the "ECCE Overlay District,"

Wilson, and Zusy:

The purpose of this letter is to describe commitments and benefits that BMR-320 Charles LLC ("BMR"), a subsidiary of BioMed Realty, L.P., is prepared to offer the City of Cambridge to facilitate and enable BMR to redevelop and vitalize the property located at 320 Charles Street through the construction of a new mixed-use building (the "Project"), subject to the satisfaction of the "Conditions" set forth below.

Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to them in the City of Cambridge Zoning Ordinance. BMR Commitments. (1) BMR agrees to make a total cash contribution to the East End House in the amount of $21,200,770 ("EEH Benefit Dollars"), primarily for the development of a new East End House (subject to an agreement being reached with the East End House for use of the funds).

As will be further detailed in the agreement with East End House, the funds shall be paid in four installments as follows: (a) $2,000,000 disbursed within 60 days from the date the East Cambridge Community Enhancement Overlay zoning petition is approved ("Initial Payment Date"); (b) 25% of the remaining EEH Benefit Dollars disbursed on or prior to the first anniversary of the Initial Payment Date, provided, however, that an East

Cambridge Community Enhancement Overlay Special Permit for the Project has been

approved and all appeals have expired with no challenge to the validity of the same having been made (or in the event of a challenge, the date that the challenge shall have been finally resolved in favor or such validity) (such date, the "SP Date") and if the SP Date has not occurred by the Initial Payment Date, then the payment set forth in this subclause (b) shall be paid on the SP Date; (c) 25% of the remaining EEH Benefit Dollars disbursed on or prior to the second anniversary of the later of the Initial Payment Date or SP Date; and (d) 50% of the remaining EEH Benefit Dollars disbursed on or prior to the third anniversary of the later of the Initial Payment Date or the SP Date.

All payments will be subject to the condition that the East Cambridge Community Enhancement Overlay District and other applicable discretionary permits for the Project have been received and the expiration of the appeal period related thereto with no challenge to the validity of the same having been made (or in the event of a challenge, the date that the challenge shall have been finally resolved in favor or such validity.

The "remaining EEH Benefit Dollars" referenced above shall mean the remaining EEH Benefit Dollars net of funds contributed to the East End House to advance their programming and space needs prior to approval of the East Cambridge Community Enhancement Overlay District (approximately $500,000).

In the event we are unable to reach an agreement with the East End House, equivalent funds, in the aggregate, will (on or before a date that is no later than receipt of a certificate of occupancy for the approved Project) be contributed towards neighborhood off-site improvements for bicycle or pedestrian travel or to other community services organizations serving East Cambridge in support of the following program areas: a. Child Care Program b. School Age Program c. Middle School Program d. High School Program e.

Senior Outreach and Activities Services t. Recreational Programming g. Teen Activities h. Community Space (2) BMR agrees to provide $50,000 towards preliminary design feasibility studies for neighborhood planning in East Cambridge. (3) BMR agrees to make a total cash contribution to the East Cambridge Scholarship Fund in the amount of $50,000 within 30 days following receipt of a building permit for the Project.

(4) BMR agrees to make a total cash contribution in the amount of $500,000, for improvements to Ahern Field and the playground located on Sixth Street at the Kennedy- Longfellow School, to be administered by the East Cambridge Open Space Trust Fund or other appropriate authority, such contributions to be made within 30 days following receipt of a certificate of occupancy for the Project.

Conditions to BMR's Commitments

Notwithstanding anything to the contrary in the foregoing, BMR's commitments set forth above are offered only if the following conditions (the "Conditions") are met: 1. The amendments to the Cambridge Zoning Ordinance set forth in Attachment A are duly adopted in the form attached hereto as Attachment A, and no challenge to the validity of the same shall have been made or in the event of any challenge, such challenge shall have been finally resolved in favor of such validity). 2. With regard to any commitments outstanding as of the date that BMR applies for East

Cambridge Community Enhancement Overlay District and/or Article 19 Special Permits

for the Project, BMR shall have received such Special Permits, including, without limitation, ECCE Overlay District Special Permits and Article 19 Special Permits, from the City of Cambridge Planning Board, and such other permits and approvals as may be necessary to allow for the build-out of the maximum Gross Floor Area contemplated for the Project site by and in accordance with the attached East Cambridge Community Enhancement Overlay Zoning, and no challenge to the validity of any such permits or approvals shall have been made (or in the event of any challenge, such challenge shall have been finally resolved in favor of such validity and a building permit for the Project shall have been issued In addition to meeting the requirements and conditions of any required permits or approval for the Project (and the payment of any and all fees associated with the issuance of such permits or approvals), BMR is making these commitments and providing the other mitigation referenced above to the City to provide the City with resources to mitigate impacts that might result from the Project as a result of the rezoning and any special permit issued under East Cambridge Community Enhancement Overlay Zoning. [Remainder of Page Left Blank; Signature Page Follows] Very truly yours,

BMR-320 Charles LLC

By:

Salvatore Zinno

Senior Vice President, Development