THIRD AMENDMENT
TO
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS THIRD AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
(the "Third Amendment") is entered into this 31st day of March, 1997 between
NORTHGLENN PARTNERS, L.P., a California limited partnership ("Seller") and EAGLE
HARDWARE & GARDEN, INC., a Washington corporation ("Buyer").
RECITALS:
A. On September 6, 1996, Seller and Buyer entered into that certain
Agreement for Purchase and Sale of Real Property (the "Agreement"), with respect
to certain real property located in the City of Northglenn, County of Xxxxx,
Colorado, consisting of approximately 9.2 acres (the "Property").
B. On November 13, 1996, the parties executed that certain First
Amendment to Agreement for Purchase and Sale of Real Property (the "First
Amendment") pursuant to which the parties extended certain timeframes in the
Agreement, on the terms and conditions set forth therein.
C. On December 17, 1996, the parties executed that certain Second
Amendment to Agreement for Purchase and Sale of Real Property (the "Second
Amendment") pursuant to which the parties further extended certain timeframes in
the Agreement, on the terms and conditions set forth therein.
D. By Letter Agreement dated February 27, 1997, a copy of which is
attached hereto as Exhibit A, the Seller and Buyer extended the Contingency
Period, as defined in paragraph 4(A) of the Agreement, until April 3, 1997.
NOW, THEREFORE, in consideration of the covenants and conditions set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree to amend the
Agreement as follows:
1. EXTENSION OF DATES FOR PERFORMANCE. The parties desire to extend
certain other dates for performance in the Agreements. The amended timeframes
are as follows:
(a) The Contingency Period, as defined in Paragraph 4(a), shall now
expire on May 5, 1997;
1
(b) The Approval Period, as defined in Paragraph 4(b), shall now
expire on August 1, 1997;
(c) The date for Seller's waiver or approval of the conditions set
forth in Paragraph 5(a) shall now expire on May 15, 1997;
(e) The Closing Date, as set forth in Paragraph 7, shall occur no
later than August 29, 1997;
(f) The date for Buyer to deliver objections to the REA as set forth
in Paragraph 15, shall be extended until fifteen days after Buyer receives a
draft of the REA from Seller; and
(g) Buyer's right to terminate this Agreement if Seller fails to cure
any title or survey objections as set forth in Paragraph 8 shall be extended
beyond expiration of the Contingency Period as to any of the objections set
forth in Buyer's March 3, 1997 letter to Seller (a copy of which is attached
hereto) and shall continue until thirty (30) days after the date that Seller
delivers written notice to Buyer indicating which title or survey objections
Seller intends to cure. Seller's subsequent cure of any items which Seller has
agreed to cure shall become a condition to closing for the sole benefit of
Buyer.
2. MISCELLANEOUS.
(a) The Agreement, as modified herein, shall remain in full force and
effect and is hereby ratified by the parties hereto.
(b) Capitalized terms not defined herein shall have the same meaning
as set forth in the Agreement.
(c) This Third Amendment shall be binding upon and inure to the
benefit of the parties hereto and their permitted successor and assigns.
(d) This Third Amendment shall be governed by and construed in
accordance with the laws of the State of Colorado.
In Witness Whereof, the parties have executed this Third Amendment to be
effective as of the date first set forth above.
EAGLE HARDWARE & GARDEN, INC.
a Washington corporation
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------
Title: Vice President
----------------------
2
NORTHGLENN PARTNERS, L.P.
By: HRBF NORTHGLENN NO. 3, L.P.
a California limited partnership,
General Partner
By: Northglenn - LRP, Inc.,
a California corporation
General Partner
By: /s/ Xxxx X. Xxxxx
-----------------------------
Xxxx X. Xxxxx
Its: Vice-President
STATE OF Washington )
------------ )
) SS.
COUNTY OF King )
------------ )
On this 10th day of April 1997, before me, the undersigned, a Notary Public
in and for said State, personally appeared Xxxxxx Xxxxxxxx, to me known to be
the Vice President, of Eagle Hardware & Garden, Inc., a Washington corporation,
the corporation that executed the foregoing instrument, and acknowledged to me
that the said instrument is the free and voluntary act and deed of said
corporation, for the uses and purposes therein mentioned, and on oath stated
that they are authorized to execute the said instrument.
WITNESS my hand and official seal.
My commission expires: 10-15-2000
/s/ Xxxxx X. Xxxxxxxx
------------------------------
[SEAL] Notary Public
3
STATE OF California )
----------------- )
) SS.
COUNTY OF Los Angeles )
----------------- )
On this 7th day of April 1997, before me, the undersigned, a Notary Public
in and for said State, personally appeared Xxxx X. Xxxxx, to me known to be the
Vice-President, of Northglenn Partners LP, a California limited partnership, the
corporation that executed the foregoing instrument, and acknowledged to me that
the said instrument is the free and voluntary act and deed of said corporation,
for the uses and purposes therein mentioned, and on oath stated that they are
authorized to execute the said instrument.
WITNESS my hand and official seal.
My commission expires:
April 25, 1997
/s/ Xxxxx X. Xxxxx
-------------------------
[SEAL] Notary Public
4
[LETTERHEAD]
March 3, 1997
NORTHGLENN PARTNERS, L.P.
00000 Xxxx Xxxxxxxxxx
Xxxxx 000
Xxxxxxx, XX 00000-0000
Attention: Xx. Xxxx Xxxxx, Executive Vice-President
Re: Agreement for Purchase and Sale of Real Property dated September 5, 1996,
as amended
Dear Xx. Xxxxx:
Pursuant to Section 8 of the above-referenced Agreement, Eagle Hardware &
Garden, Inc. hereby gives notice of its objections to certain exceptions, items
and matters identified in the commitment for title insurance issued by Chicago
Title of Colorado, Inc., dated effective September 13, 1996, and the survey
prepared by Xxxxxx/Xxxxxx as certified on February 4, 1997, and received by us
on February 11, 1997.
COMMITMENT
LEGAL DESCRIPTION ("EXHIBIT A") - This appears to cover the entire shopping mall
and needs to be replaced by the metes and bounds description on the survey.
SCHEDULE B, F. THROUGH I. - A deed of trust foreclosure suit that has now
resulted in Met Life becoming the fee title owner of the property we are
purchasing from you. Obviously, title needs to be reestablished in you, or other
arrangements made to our satisfaction, in order for you to be able to convey
title to us as contemplated by our Agreement.
SCHEDULE B, J. - The Northglenn Urban Renewal Authority condemnation proceeding
of the entire mall. You have conditioned your performance under the Agreement
upon your ability to acquire title to the property in connection with this
condemnation. We object to any aspect of this proceeding that would be
detrimental to our interests.
EXCEPTIONS 1 - 6: These should be deleted at closing.
EXCEPTION 9: We object to any restrictions on the use of our property as
contained in this document. We understand you are attempting to have this
document superseded and replaced by a new REA for the entire mall. This is
essential and the new REA must be satisfactory to us.
EXCEPTIONS 7, 8, 11, 12, 13, 14, 16, 33, 36, 37, 39, 40, 41, 42, 43 AND 44
(LEASES): All of these leases need to be terminated if they cover our
property. If they don't, they need to be deleted from the title insurance
commitment. According to the survey, many of these leases do not encroach on our
parcel.
Xxxx Xxxxx
Objections to Exceptions
March 3, 1997
Page 2
EXCEPTIONS 18, 21, 22, 24, 25, 27, 28, 29, 30, 31 AND 34 (EASEMENTS): According
to the survey, none of these easements encroach on our parcel and therefore
should be deleted from the title insurance commitment.
EXCEPTION 32: This is the Sears/Mervyns party wall agreement and is
apparently to be superseded and replaced by the new REA for the mall. We object
to this as an exception on the commitment and need to be satisfied with any new
REA for the mall that would impact us.
EXCEPTION 35: According to the survey, this PUD does not encroach on our
parcel and thus should be deleted from the commitment.
EXCEPTION 38: This is the NURA redevelopment plan. The end result must be
that we have clear and marketable fee simple title to our property. Anything
less is unacceptable.
SURVEY
No objections.
If you have any questions or comments regarding the above, please contact Xx.
Xxxxxxx X. Xxxxxxx, attorney for Eagle, directly at (000) 000-0000.
EAGLE HARDWARE & GARDEN, INC.
/s/ Xxxxx X. Xxxxxxx
Xxxxx X. Xxxxxxx
Store Development Project Coordinator
PWG:dw
Copy to: Xxxxxxxxxx Xxxxx Xxxxxx & Xxxxxxxxxx
000 00xx Xxxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attn: Xxxxx X. Xxxxx
Xxxxxxx X. Xxxxxxx
0000 X.X. Xxxx Xxxx
Xxxxxxxxxx Xxxxxx, XX 00000
[LOGO-LETTERHEAD] EXHIBIT "A"
February 27, 1997
VIA FACSIMILE
Xx. Xxxx Xxxxx
NORTHGLENN PARTNERS, L.P.
c/o SUMMIT COMMERCIAL
00000 Xxxx Xxxxxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000-0000
Re: Contingency Period extension under the Agreement for Purchase and Sale of
Real Property, dated September 6, 1996, between Northglenn Partners, L.P.
("Seller") and Eagle Hardware & Garden, Inc. ("Buyer")
As amended on November 13, 1996 and amended again on December 17, 1996
Dear Xx. Xxxxx:
This letter shall confirm that the expiration date of the Contingency Period as
defined in paragraph 4(a) of the above referenced Agreement, as amended, is
hereby extended to April 3, 1997. This extension date shall be incorporated
into a forthcoming Third Amendment to the Agreement.
Please acknowledge your agreement to the Contingency Period extension by signing
below and faxing a copy to me on Friday, February 28th at (000) 000-0000.
Sincerely,
/s/ Xxxxx X. Xxxxxxx
HRBF NORTHGLENN No. 3, L.P., Xxxxx X. Xxxxxxx
a California limited partnership Store Development Project
Coordinator
By: Northglenn-LRP, Inc., a California
corporation, its General Partner
By: /s/ Xxxx X. Xxxxx
----------------------------
Xxxx X. Xxxxx
Its: Vice President
----------------------------
PWG:jk
Copy to: Xxxxxxx Xxxxxx, HC Properties (via fax: 000-000-0000)
Xxxxx Xxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx & Xxxxxxxxxx (via fax:
303-623-1956)
Xxxxxxx X. Xxxxxxx (via fax: 000-000-0000)
Xxxxx X. Xxxxxx, Mile High Properties
(via fax: 000-000-0000)
