EXHIBIT 10.2
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FIRST AMENDMENT TO PURCHASE AGREEMENT
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(Fountain Valley Industrial Park; Fountain Valley, California)
This First Amendment To Purchase Agreement ("First Amendment") is
entered into as of November 25, 1998, by and between JMB INCOME PROPERTIES,
LTD.-XIII, an Illinois limited partnership ("Seller"), and TA REALTY CORP.,
a Massachusetts corporation ("Buyer"), with reference to the following
facts:
A. Seller and Buyer have entered into that certain Purchase
Agreement made and entered into as of November 9, 1998 (the "Agreement"),
pursuant to which Seller agreed to sell to Buyer and Buyer agreed to buy
from Seller that certain property described in the Agreement. Unless
otherwise defined herein, capitalized terms have the meanings defined in
the Agreement.
B. Seller and Buyer wish to modify and amend the Agreement subject
and strictly in accordance with the terms of this First Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Buyer hereby amend
the Agreement as follows:
1. RECITALS. The recitals set forth above are not merely
recitals, but form an integral part of this First Amendment.
2. DUE DILIGENCE PERIOD. Buyer and Seller hereby agree that the
Due Diligence Period, as such term is defined in Paragraph 4.B of the
Agreement, is hereby extended and shall end at 5:00 p.m., Central time on
Friday, December 4, 1998.
3. CLOSING DATE. Buyer and Seller hereby agree that the Closing
Date, as such term is defined in Paragraph 5 of the Agreement, is hereby
modified and amended to mean Friday, December 11, 1998, or such earlier
date as may be agreed upon by Buyer and Seller.
4. RATIFICATION OF PURCHASE AGREEMENT. Buyer and Seller hereby
agree that except as expressly provided herein, the provisions of the
Agreement shall be, and remain, in full force and effect (such Agreement
being hereby ratified and confirmed by the parties hereto notwithstanding
any prior termination thereof), and that if any provision of this First
Amendment conflicts with the Agreement, then the provisions of this First
Amendment shall prevail.
5. MISCELLANEOUS. This First Amendment may be executed in
counterparts. Facsimile signatures are acceptable to effectuate the terms
of this First Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment effective as of the date first set forth above.
"SELLER":
JMB INCOME PROPERTIES, LTD.-XIII,
an Illinois limited partnership
By: JMB REALTY CORPORATION,
a Delaware corporation,
Corporate General Partner
By:
Name:
Title:
"Seller"
"BUYER":
TA REALTY CORP.,
a Massachusetts corporation
By:
Name:
Title:
"Buyer"
