EXHIBIT 10.2
------------
FIRST AMENDMENT TO PURCHASE AGREEMENT
-------------------------------------
(Xxxxx Xxxxx Xxxx; Xxxxx Xxxxxxxx Xxxxx, Xxxxx)
This First Amendment To Purchase Agreement ("First Amendment") is
made and entered into as of the 29th day of June, 1999, by and among NORTH
HILLS MALL ASSOCIATES, an Illinois general partnership ("Seller"), NORTH
HILLS, LTD., a Texas limited partnership ("NHL"), and THE KEST CHILDREN'S
TRUST (the "Kest Trust", NHL and the Kest Trust are hereinafter
individually and collectively called "Buyer"), with reference to the
following facts:
A. Seller and Buyer entered into that certain "Purchase Agreement"
(the "Agreement") dated as of the 22nd day of June, 1999 (the "Execution
Date"), pursuant to which Seller agreed to sell, and Buyer agreed to buy,
that certain real property located in the City of North Richland Hills,
County of Tarrant, State of Texas, consisting primarily of a shopping
center sometimes known as the "North Hills Mall" (the "Property"). 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 First 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 First Amendment.
2. Due Diligence Extension Option. Upon Buyer's delivery of (i)
advance written notice to Seller and (ii) an additional ONE HUNDRED
THOUSAND DOLLARS ($100,000) in immediately available federal funds to
Escrow Holder on or before 1:00 PM (Central time) on Thursday, July 15,
1999 (which funds shall thereafter be deemed an addition to and a part of
the Escrow Deposit [in the aggregate amount of $300,000]), the Due
Diligence Period, as defined in Section 4.B of the Agreement, shall be
extended until 5:00 PM (Central time) on Friday, July 30, 1999.
3. Addition to Exhibit "I" to Agreement. The following is hereby
added to Exhibit "I" to the Agreement under the "Contempo Casuals" heading:
"Fifth Lease Extension Agreement between North Hills Mall
Associates and The Wet Seal, Inc. dated June 18, 1999."
4. 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), and that if any
provision of this First Amendment conflicts with the Agreement, then the
provisions of this First Amendment shall prevail.
5. Miscellaneous. This First Amendment may be executed in
counterparts and delivered by facsimile transmission.
IN WITNESS WHEREOF, the parties hereto have executed this
First Amendment effective as of the date first set forth above.
BUYER:
NORTH HILLS, LTD.,
a Texas limited partnership
By: XXXX XXXXXXX & CO., INC.,
a Texas corporation,
its general partner
By: _________________________
Name: _________________________
Title:_________________________
THE KEST CHILDREN'S TRUST
By: _________________________
Xxxxxxx Xxxx, Trustee
SELLER:
NORTH HILLS MALL ASSOCIATES,
an Illinois general partnership
By: JMB Income Properties, Ltd.-X,
an Illinois limited partnership
By: JMB Realty Corporation,
a Delaware corporation,
Its General Partner
By: _________________________
Name: _________________________
Title: ________________________
