EXHIBIT 10.2
FIRST AMENDMENT TO PURCHASE AGREEMENT
This First Amendment to Purchase Agreement (this "Amendment") is made
as of December 15, 2003, by and between Columbus East Joint Venture, an Ohio
general partnership ("Seller") and Glimcher Properties Limited Partnership, a
Delaware limited partnership ("Buyer").
RECITALS
A. Buyer and Seller entered into that certain Purchase Agreement,
dated as of October 22, 2003 (the "Purchase Agreement"), for the sale and
purchase of certain real property located in the City of Columbus, State of Ohio
commonly known as the Eastland Mall.
B. Buyer and Seller desire to amend the Purchase Agreement in
accordance with the terms of this Amendment.
NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, and for good and valuable consideration, the receipt and sufficiency
of which are acknowledged by each of the parties hereto, the parties hereby
agree as follows:
1. Defined Terms. All terms capitalized herein and not otherwise
defined in this Amendment shall have the meaning set forth in the Purchase
Agreement.
2. Purchase Price Reduction. The parties hereby agree to a
reduction in the Purchase Price by the sum of Six Hundred Thousand Dollars
($600,000.00). Accordingly, Paragraph 2(a) of the Purchase Agreement is hereby
modified by deleting therefrom the term "Thirty Million Two Hundred Fifty
Thousand Dollars ($30,250,000.00)" and substituting in lieu thereof the term
"Twenty Nine Million Six Hundred Fifty Thousand Dollars ($29,650,000.00)." In
addition, Paragraph 2(a)(iii) of the Purchase Agreement is hereby modified by
deleting therefrom the term "Twenty Nine Million Six Hundred Fifty Thousand
Dollars ($29,650,000.00)" and substituting in lieu thereof the term "Twenty-Nine
Million Fifty Thousand Dollars ($29,050,000.00)."
3. Waiver of Contingencies.
(a) Buyer hereby confirms that the Inspection Period has
expired and hereby waives any right to terminate the Purchase Agreement based
upon the provisions of Paragraph 3(b).
(b) Buyer further confirms that it has received the
Commitment (as defined in Paragraph 5(d)) and Survey (as defined in Paragraph
5(b)), and has identified no Defect. Buyer hereby waives any right to object to
any Defect unless such new Defect is revealed by an update to the Title
Commitment and Buyer provides notice of such Defect in accordance with Paragraph
5.
(c) Buyer confirms that it has received the Minimum
Lessee Estoppel Certificates and the REA Estoppel Certificates from Sears and
Lazarus in complete satisfaction of the requirements of Paragraph 6(d). Buyer
hereby waives any right to terminate the Purchase
1
Agreement based upon the provisions of Paragraph 6(d). Also, Buyer acknowledges
and agrees that there are no third party consents required in connection with
the assignment of the REAs and, accordingly, Buyer shall have no right to
terminate the Purchase Agreement pursuant to the terms of Paragraph 6(f).
(d) Notwithstanding any provision of the Purchase
Agreement to the contrary, Buyer (i) acknowledges the occurrence of a recent
shooting incident at the Property, and (ii) accepts the Property subject to any
property damage caused by such incident.
4. Miscellaneous. (a) Subject to the provisions of this
Amendment, all other terms and conditions contained in the Purchase Agreement
shall remain unchanged and continue in full force and effect.
(b) In the event of any conflict between the terms of the
Purchase Agreement and the terms of this Amendment, the terms of this Amendment
shall govern and control.
(c) This Amendment may be executed in counterparts, each
of which shall be deemed an original, but all of which, together, shall
constitute one and the same instrument. The execution of this Amendment by
facsimile signature shall be binding and enforceable as an original; provided
that any Party delivering a facsimile document shall thereafter execute and
deliver to the other Party an original instrument, effective as of the date of
the facsimile instrument, as soon as reasonably possible thereafter.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.
SELLER:
COLUMBUS EAST JOINT VENTURE, an Ohio
general partnership
By: XX Xxxxxxxx East LLC, an Ohio limited
liability company, its general partner
By:_________________________________________
Name:_______________________________________
Title:______________________________________
PURCHASER:
GLIMCHER PROPERTIES LIMITED
PARTNERSHIP, a Delaware limited partnership
By: Glimcher Properties Corporation, a Delaware
corporation, its sole general partner
By:_________________________________________
Name:_______________________________________
Title:______________________________________
2
