EXHIBIT 10.3
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SECOND AMENDMENT TO PURCHASE AGREEMENT
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(Fountain Valley Industrial Park; Fountain Valley, California)
This Second Amendment To Purchase Agreement ("Second Amendment") is
entered into as of December 10, 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 (as amended, 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.
The Agreement was subsequently amended by that certain First Amendment To
Purchase Agreement ("First Amendment") entered into as of November 25,
1998, by and between Seller and Buyer. 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 Second 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 Second Amendment.
2. PURCHASE PRICE. Buyer and Seller hereby agree that the
Purchase Price for the Property shall be the sum of Twenty One Million Four
Hundred Seventy Five Thousand and No/100 Dollars ($21,475,000.00).
3. 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 Second
Amendment conflicts with the Agreement, then the provisions of this Second
Amendment shall prevail.
4.MISCELLANEOUS. This Second Amendment may be executed in
counterparts. Facsimile signatures are acceptable to effectuate the terms
of this Second Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this Second
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"
