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EXHIBIT 99.9
FIRST AMENDMENT TO
STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement (the "FIRST
AMENDMENT") is entered into as of May 14, 1999, by and between Summit Venture,
L.P. ("SUMMIT") and American Realty Trust, Inc. ("ART").
R E C I T A L S:
A. Summit and ART entered into that certain Stock Purchase Agreement,
dated August 26, 1998 (the "STOCK PURCHASE AGREEMENT") relating to the sale of
Summit's Shares, as such term is defined in the Stock Purchase Agreement, to
ART.
B. Summit and ART desire to amend the Stock Purchase Agreement as set
forth herein.
A G R E E M E N T:
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Amendment to Section 5.1 of the Stock Purchase Agreement. Section
5.1 of the Stock Purchase Agreement shall be amended by replacing the words
"December 15, 1998" in the seventh line of such section with the words "July
30, 1999" and by adding a new part "(D)" to the end of such section, so that
Section 5.1 reads as set forth in its entirety below:
"TERMINATION. Notwithstanding anything in this Agreement to the
contrary, this Agreement may be terminated only (A) by the mutual
written consent of the Purchaser and the Selling Shareholder, (B)
by either the Purchaser, on the one hand, or the Selling
Shareholder, on the other hand, at any time, in the event of a
breach by the other party which breach remains uncured for ten (10)
calendar days after notice in writing of such breach is delivered
to the breaching party, (C) by either the Purchaser, on the one
hand, or the Selling Shareholder, on the other hand, by written
notice to the other if the Closing has not occurred prior to July
30, 1999 unless the Closing has not occurred solely by reason of
the failure of the party seeking to terminate this Agreement to
perform or observe any of the covenants or agreements hereof to be
performed by such party prior thereto, or (D) by the Selling
Shareholder, by written notice to the Purchaser, if the Harrisburg
East Mall is not sold by July 30, 1999 in substantial accordance
with the terms described in EQK's press release dated March 5,
1999."
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2. Effect of Amendment; Amendment Controls. Except as expressly stated
herein, the provisions of the Stock Purchase Agreement in effect as of the date
of this First Amendment shall remain in full force and effect. To the extent
this First Amendment is in conflict with any provision of the Stock Purchase
Agreement, as amended, the terms of this First Amendment shall control.
3. Binding Effect. The amendments contained in this First Amendment
shall inure to the benefit of the successors and assigns of the respective
parties hereto.
4. Defined Terms. All capitalized terms used herein and not otherwise
defined herein shall have the meanings given to such terms in the Stock
Purchase Agreement.
5. Governing Law. This First Amendment shall be governed by the
internal laws of the State of Georgia without giving effect to the conflict of
laws principles thereof.
6. Counterparts. This First Amendment may be signed in any number of
counterparts, each of which, when taken together, shall constitute the
original.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as of the date first above written.
SELLING SHAREHOLDER:
SUMMIT VENTURE, L.P.
By /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
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Title: G/P
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PURCHASER:
AMERICAN REALTY TRUST, INC.
By /s/ A. Xxx Xxxxx, Xx.
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Name: A. Xxx Xxxxx, Xx.
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Title: Vice President
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