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EXHIBIT 2.3
SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT
NEW VALLEY CORPORATION,
SELLER
WITH
P.O'X. XXXXXXXXXX & COMPANY,
PURCHASER
As of August 16, 1999
Properties:
Washington Plaza, Richland, Washington
Coronado Center, Santa Fe, New Mexico
Xxxxx Farm Shopping Center, Milwaukie, Oregon
Marysville Towne Center, Marysville, Washington
University Place, Lincoln, Nebraska
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SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT
This SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
"Amendment"), dated as of the 16th day of August, 1999 by and between NEW
VALLEY CORPORATION, a Delaware corporation, having an office at 000 X.X. Xxxxxx
Xxxxxx, 00xx Xxxxx, Xxxxx, Xxxxxxx 00000 ("SELLER") and P.O'X. XXXXXXXXXX &
COMPANY, a Texas corporation, having an office at 0000 XXX Xxxxxxx, Xxxxx 000,
Xxxxxx, Xxxxx 00000 ("PURCHASER").
STATEMENT OF FACTS
Seller and Purchaser have entered into a Purchase and Sale Agreement
dated as of June 23, 1999 and an amendment thereto dated as of August 9, 1999
(said agreement, as heretofore amended, the "Agreement"). Seller and Purchaser
desire to further amend the Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of ten ($10.00) dollars and the
mutual covenants and agreements hereinafter set forth, and intending to be
legally bound hereby, it is hereby agreed as follows:
1. Supplementing Sections 3.1 and 3.7 of the Agreement, Seller
and Purchaser shall compute apportionments as of August 26, 1999 with a
post-closing reconciliation based on the actual Closing Date and the proper
party reimbursed as soon as practicable following the Closing Date.
2. The Closing Date referred to in Section 5.1 of the Agreement
is adjourned to August 31, 1999, time of the essence.
3. This Amendment may be executed in fax counterparts.
4. Except as modified and amended hereby, the terms, covenants,
conditions and provisions of the Agreement shall remain in full force and
effect.
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IN WITNESS WHEREOF, Seller and Purchaser have executed this Amendment
as of the day and year first above written.
NEW VALLEY CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Assistant Secretary
P.O'X. XXXXXXXXXX & COMPANY
By: /s/ Xxxxx Twist
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Name: Xxxxx Twist
Title: Executive Vice President
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