Exhibit 10.35
FIRST AMENDMENT TO CONTRACT
THIS FIRST AMENDMENT TO CONTRACT (this "Amendment") is made as of February
21, 1997, by and between VG OFFICE PARTNERSHIP '95, LTD., a Texas limited
partnership ("Seller"), and THE PRIME GROUP, INC., an Illinois corporation
("Purchaser") (Seller and Purchaser sometimes collectively referred to herein as
the "Parties").
WITNESSETH:
WHEREAS, the Parties previously entered into that certain Contract for Sale
dated February 21, 1996 (the "Contract") regarding the sale and purchase of
certain real property located in Xxxxxx County, Texas, such property being more
particularly described therein;
WHEREAS, clause (ii) of paragraph 10.a of the Contract provides that Seller
is to use good faith and diligent efforts to obtain certain approvals and
consents (the "Approvals") from any "Declarant" under the Declaration therein
described and from any architectural control committee or property owners
association created, existing or appointed pursuant to the terms of such
Declaration; and
WHEREAS, the parties now desire to amend the Contract as hereinafter
provided to clarify that Seller's acquisition of the Approvals is a condition
precedent to Purchaser's obligation to close on the transactions contemplated
under the Contract.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements hereinafter made, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Seller and Purchaser hereby agree as follows:
1. Amendment of Terms. The Parties hereby agree that, for purposes of the
Contract, the term "Site Development Permit" shall encompass the Approvals.
2. Miscellaneous.
a. All terms and conditions of the Contract not expressly modified by this
Amendment shall remain in full force and effect, and, in the event of any
consistencies between this Amendment and the terms of the Contract, the terms
set forth in this Amendment shall govern and control. Except as expressly
amended hereby, the contract shall remain in full force and effect as of the
date thereof.
b. This Amendment may be executed in one or more counterparts which shall
be construed together as one document.
c. Captions used herein are for convenience only and are not to be
utilized to ascribe any meaning to the contents thereof.
d. Unless defined differently herein or the context clearly requires
otherwise, all terms used in this Amendment shall have the meanings ascribed to
them under the Contract.
e. This Amendment (i) shall be binding upon and shall inure to the
benefit of each of the Parties and their respective successors, assigns,
receivers and trustees; (ii) may be modified or amended only by a written
agreement executed by each of the Parties; and (iii) shall be governed by and
construed in accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed
to be effective as of the date first above set forth.
SELLER:
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VG OFFICE PARTNERSHIP '95, LTD., A Texas limited
partnership
By: Stone C-7, Ltd., a Texas limited
partnership, its general partner
By: ORI, Inc., a Texas corporation, its
general partner
By: /s/ Xxx Xxxxxx
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Xxx Xxxxxx, Chief Financial Officer
PURCHASER:
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THE PRIME GROUP, INC., an Illinois corporation
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: EXEC. V.P.
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