EXHIBIT 10.2
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January 7, 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
Expense Reimbursement Prorations
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Ladies and Gentlemen:
Reference is made to that certain Purchase Agreement dated as
of January __, 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").
Seller and Buyer desire to provide for Expense Reimbursements
prorations for calendar year 1999 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. If Closing occurs on
or before February 1, 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 this letter
agreement; provided, however, that if Closing does not occur on or before
February 1, 1999, then Buyer and Seller agree to negotiate in good faith a
method of prorating Expense Reimbursements for calendar year 1999. Seller
shall be entitled to the aggregate amount of Expense Reimbursements for
calendar year 1998. After Closing, Buyer and Seller shall cooperate to
determine the amount of such Expense Reimbursements for calendar year 1998
in accordance with the terms of the applicable tenant Leases. To the
extent that Seller has over-collected for such amounts, Seller shall
promptly reimburse tenants or Buyer for such excess amounts, . With
respect to calendar year 1999, Seller and Buyer agree that:
(a) All Expense Reimbursements that are billable on a monthly
basis for calendar year 1999 for the period prior to the Closing Date shall
be allocated to Seller and shall be billed on a monthly basis in accordance
with the applicable tenant Leases and shall be paid to Seller upon receipt;
(b) All Expense Reimbursements that are billable on an annual
basis for calendar year 1999 shall be allocated to Buyer both for the
period prior to the Closing Date and for the period on and after the
Closing Date; and
(c) All Expense Reimbursements that are billable on a monthly
basis for calendar year 1999 for the period on and after the Closing Date
shall be allocated to Buyer.
Buyer and Seller agree that there shall not be any further re-proration of
Expense Reimbursements for the calendar year 1999 after Closing.
3. RATIFICATION OF PURCHASE AGREEMENT. Except as set forth
in this letter agreement, the provisions of the Purchase Agreement shall
be, and remain, in full force and effect.
4. 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).
[CONTINUED ON NEXT PAGE]
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: ____________________________
