EXHIBIT 10.4
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August 12, 0000
Xxxxxx Xxxx Associates
JMB Realty Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxx 00000
Attention: Mr. Xxxxx Xxxxxxx
Re: Xxxxxx Xxxx Xxxxxx Xxxxxxxx
Xxxxxx, Xxxxx
Ladies and Gentlemen:
Reference is made to that certain Purchase Agreement dated effective
as of July 7, 1997 between Xxxxxx Xxxx Associates ("Seller") and Cottonwood
Realty Services, L.L.C. ("Buyer"), as amended by that certain First
Amendment dated effective as of August 6, 1997, between Seller and Buyer
and as amended by that certain letter agreement dated August 8, 1997
between Seller and Buyer (Collectively, the "Purchase Agreement"),
respecting the purchase and sale of the above premises. Except as
otherwise specifically set forth in this letter agreement, each term which
if used in a defined manner herein (and the initial letter of which is
capitalized) shall have the meaning set forth for such term in the Purchase
Agreement.
Buyer completed its due diligence reviews but has requested an
extension of the Due Diligence Period for the sole purpose of obtaining
financing commitments for its acquisition of the Property, and Seller is
agreeable to an extension for such purpose, on the terms hereinafter set
forth.
In that connection, in consideration of the premises, the mutual
undertakings of the parties and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Seller and
Buyer hereby agree as follows:
1. FINANCING MATTERS. Buyer has not yet obtained a
financing commitment satisfactory to Buyer. In that connection, the Due
Diligence Period is hereby extended until 5:00 p.m. (Central Time) on
Wednesday, August 13, 1997 SOLELY for the purpose of giving Buyer
additional time to obtain such financing commitment. Buyer shall
diligently and in good faith continue to pursue such financing commitment
during such extension period.
Except as expressly modified in this letter agreement the Purchase
Agreement is unmodified and remains in full force and effect.
This letter agreement may be executed in any number of identical
counterparts. If so executed, then each of such counterparts is deemed to
be an original and all such counterparts shall, collectively, constitute
one agreement. The parties hereto agree that facsimile copies of
signatures shall be acceptable and shall be deemed original signatures
(provided, however, each party will send the other an executed counterpart
original if requested).
Please indicate your consent to the foregoing by signing where noted
below.
COTTONWOOD REALTY SERVICES, L.L.C.,
a Texas limited liability company,
By: /s/ XXXXXX X. XXXXX
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Name:Xxxxxx X. Xxxxx
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Title: Managing Director
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AGREED TO AS OF THIS
12th DAY OF AUGUST, 0000
XXXXXX XXXX ASSOCIATES,
a Texas general partnership
By: CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII
an Illinois limited partnership,
its general partner
By: JMB REALTY CORPORATION,
a Delaware corporation,
its general partner
By: /s/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
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Title: Vice President
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PIRCHER, XXXXXXX & XXXXX
Attorneys at Law
August 12, 1997
VIA TELECOPY [000-000-0000]
Xx. Xxxxxx X. Xxxxx
Cottonwood Realty Services, L.L.C.
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxx 00000
Re: Xxxxxx Xxxx
Dear Xx. Xxxxx:
Attached is a letter agreement extending the Due Diligence Period
until Wednesday, August 13, 1997 in order for you to obtain a financing
commitment. We will prepare an amendment to the Purchase Agreement
tomorrow which will (i) extend the Due Diligence Period until Friday,
August 15, 1997, (ii) make any additional extensions of the Due Diligence
Period available only upon payment to Seller by Buyer of the sum of $25,000
per day and in the Seller's sole discretion, (iii) extend the closing date
and (iv) address the closing conditions (i.e. the completion of the
requirements set forth in the title commitment). Please return the
attached letter agreement today by telecopy to Xxxxx Xxxxxxx for signature.
Very truly yours,
/s/ XXXXX XXXX
Xxxxx X. Xxxx
Enclosure
cc: Xxxxx X. Xxxxxxx, Esq. (via telecopy 214-265-0615)
Mr. Xxxxx Xxxxxxx (via telecopy 312-915-2399)
Xxxx Xxxxxxxx, Esq. (w/encl.)
