EXHIBIT 10.1
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February 16, 1999
Bristol Mall, L.L.C.
c/o Aronov Realty Management, Inc.
0000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxxxx 00000-0000
Attention: Xx. Xxxx Xxxx
Re: Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxxx
Closing Prorations
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Ladies and Gentlemen:
Reference is made to that certain Purchase Agreement dated as
of January 7, 1999 (the "Purchase Agreement"), by and between BRISTOL MALL,
L.L.C., an Alabama limited liability company ("Buyer") and BRISTOL MALL
ASSOCIATES, an Illinois general partnership ("Seller"), as amended by that
certain Letter Agreement dated as of January 7, 1999 (the "Original Side
Letter"), by and between Buyer and Seller.
Seller and Buyer desire to provide for Expense Reimbursements
prorations for calendar year 1999 and certain other closing prorations as
more particularly set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises, the
mutual covenants and conditions contained herein and in the Purchase
Agreement, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, Buyer and Seller hereby agree as
follows:
1. DEFINITIONS IN PURCHASE AGREEMENT. Unless otherwise
expressly defined in this letter agreement, all defined terms used in this
letter agreement shall have the meaning set forth in the Purchase
Agreement.
2. EXPENSE REIMBURSEMENT PRORATIONS. Notwithstanding
paragraph 2 of the Original Side Letter to the contrary, if Closing occurs
on or before February 28, 1999, then notwithstanding paragraph 5.D(1)(d) of
the Purchase Agreement to the contrary, all Expense Reimbursements shall be
prorated in accordance with the terms and conditions of paragraph 2 of the
Original Side Letter; provided, however, that if Closing does not occur on
or before February 28, 1999, then Buyer and Seller agree to negotiate in
good faith a method of prorating Expense Reimbursements for calendar year
1999.
3. SEARS FLOORING. Pursuant to an estoppel certificate
received from Sears, Sears has indicated that they are planning on
replacing the floor coverings in their premises at the Property. As Sears'
lease obligates the owner of the Property to pay for the repair and
replacement of Sears' floor coverings to the extent necessary due to wear
and tear, (a) Seller shall provide Buyer with a proration credit at closing
against the Purchase Price in an amount equal to Twenty Five Thousand
Dollars ($25,000) (the "Sears Floor Credit") as Seller's sole contribution
towards the cost of replacing the floor coverings in the Sears premises,
and (b) as consideration for the payment of the Sears Floor Credit, Buyer
shall (and hereby agrees to assume) any and all liability to Sears in
connection with the replacement of the floor coverings in the Sears
premises.
4. RATIFICATION OF PURCHASE AGREEMENT. Except as set forth
in this letter agreement, the provisions of the Purchase Agreement, as
amended by the Original Side Letter, shall be, and remain, in full force
and effect.
5. COUNTERPARTS. This letter agreement may be executed in
any number of counterparts, provided each of the parties hereto executes at
least one counterpart; each such counterpart hereof shall be deemed to be
an original instrument, but all such counterparts, together, shall
constitute but one letter agreement. This letter agreement may be executed
in facsimile form (and shall be promptly followed by a hard copy
counterpart original).
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the day and year first above written.
BRISTOL MALL ASSOCIATES,
an Illinois general partnership
By: JMB INCOME PROPERTIES, LTD - V,
an Illinois limited partnership,
General Partner
By: JMB REALTY CORPORATION,
a Delaware corporation,
General Partner
By: ____________________________
Name: ____________________________
Title: ____________________________
ACCEPTED AND AGREED TO AS OF
THE DATE FIRST WRITTEN ABOVE:
BRISTOL MALL, L.L.C.,
an Alabama limited liability company
By: SOUTHEAST L.L.C. MANAGEMENT, INC.,
an Alabama corporation,
Its Manager
By: ____________________________
Name: ____________________________
Title: ____________________________
