Exhibit 1.2
FIRST AMENDMENT TO AGREEMENT TO PURCHASE REAL ESTATE
This First Amendment to Agreement to Purchase Real Estate ("First
Amendment") is made this 29th day of August, 2002, by GLIMCHER PROPERTIES
LIMITED PARTNERSHIP, a Delaware limited partnership ("GPLP"), EAST POINTE
VENTURE, LLC, a Delaware limited liability company, BARREN RIVER PLAZA, LLC, A
Delaware limited liability company, and RIVER VALLEY VENTURE, LLC, a Delaware
limited liability company, (each such company being referred to herein as
"Seller" with respect to those properties listed in Schedule 1 owned by it),
each having offices at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, and 20/20
Management Company, Inc., a Texas corporation ("Purchaser"), having offices at
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
WHEREAS, Seller and Purchaser have entered into that certain Agreement
to Purchase Real Estate dated June 6, 2002 ("Purchase Agreement"); and
WHEREAS, Seller and Purchaser have agreed to amend the Purchase
Agreement in accordance with the terms and conditions of this First Amendment.
NOW THEREFORE, Seller and Purchaser, in consideration of the mutual
promises contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are acknowledged by Seller and Purchaser,
hereby agree to amend the Purchase Agreement as follows:
1. Capitalized terms not otherwise defined in this First
Amendment shall have the meanings therefor set forth in the
Purchase Agreement.
2. Seller and Purchaser agree that Closing shall take place on
August 29, 2002, on only those fourteen (14) Properties listed
on the Schedule I attached hereto and made a part hereof
("Fourteen Properties"), and that One Hundred Five Million
Nine Hundred Eighty-four Thousand Two Hundred Thirty and
no/100 Dollars ($105,984,230.00) of the Purchase Price shall
be allocated for such Fourteen Properties. Closing shall occur
on or before September 30, 2002, on the remaining nine (9)
Properties ("Remaining Properties").
3. Purchaser hereby exercises its option to extend the Closing
Date for the Remaining Properties to September 30, 2002.
4. Seller and Purchaser agree that Two Million Dollars
($2,000,000.00) of the Deposit currently being held by the
Escrow Agent shall be applied to the Closing on the Fourteen
Properties, and that One Million Dollars of the Deposit
currently being held by the Escrow Agent ("Remaining Deposit")
shall continued to be held by the Escrow Agent as ▇▇▇▇▇▇▇
money for the Closing on the Remaining Properties.
5. Seller and Purchaser agree that the Three Million Dollar
($3,000,000.00) credit provided for in Section 2(a) of the
Purchase Agreement, and those portions of the Roof Repair
Costs attributable to the Fourteen Properties, shall be
applied to the Closing on the Fourteen Properties as provided
in the settlement statement.
6. Seller acknowledges that the obligation of Purchaser to Close
on the purchase of the Remaining Properties is expressly
conditioned upon Purchaser obtaining: (a) the consent of
Existing Lender ▇▇▇▇▇▇▇ National Life Insurance Company
("▇▇▇▇▇▇▇") to Purchaser's assumption of ▇▇▇▇▇▇▇'▇ Existing
Loan on the Remaining Properties, with substitute collateral
acceptable to Purchaser in its reasonable judgment ("▇▇▇▇▇▇▇
Consent"); or (b) an agreement with ▇▇▇▇▇▇▇ for the pay-off of
▇▇▇▇▇▇▇'▇ Existing Loan using a yield maintenance formula
acceptable to Purchaser in its reasonable judgment ("▇▇▇▇▇▇▇
Pay-off Agreement"). If Closing on the Remaining Properties
does not occur by September 30, 2002, due to the failure of
Purchaser to obtain either the ▇▇▇▇▇▇▇ Consent or the ▇▇▇▇▇▇▇
Pay-off Agreement, then the Remaining Deposit shall be
refunded to Purchaser. If Closing on the purchase of the
Remaining Properties does not occur by September 30, 2002, for
any other reason, except a failure by Seller to close, the
Remaining Deposit shall be forfeited to Seller.
7. Except as expressly modified herein, the terms and conditions
of the Purchase Agreement remain in full force and effect.
8. This First Amendment shall inure to the benefit of and be
binding upon the parties hereto, and their successors and
assigns.
[signatures on following pages]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set
forth in the first paragraph of this Agreement.
SELLER:
GLIMCHER PROPERTIES LIMITED PARTNERSHIP
a Delaware limited partnership
by Glimcher Properties Corporation, a Delaware corporation
its general partner
By: \s: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
EAST POINTE VENTURE, LLC
a Delaware limited liability company
by Glimcher East Pointe, Inc.
a Delaware corporation, its Managing Member
By: \s: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
BARREN RIVER PLAZA, LLC
a Delaware limited liability company
by Glimcher Properties Limited Partnership
a Delaware limited partnership, its sole member
by Glimcher Properties Corporation
a Delaware corporation, its sole general partner
By: \s: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
RIVER VALLEY VENTURE, LLC
a Delaware limited liability company
by Glimcher River Valley, Inc.
A Delaware corporation
By: \s: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
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PURCHASER:
20/20 MANAGEMENT COMPANY, INC.
a Texas corporation
By: \s: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
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FLAGLER TITLE COMPANY
By: \s: ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇
Date:
---------------------------------
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SCHEDULE I
14 PROPERTY LIST BY COMMUNITY CENTER
FOR AUGUST 29, 2002 CLOSING
20/20 MANAGEMENT
COMMUNITY CENTER ADDRESS GLIMCHER ENTITY PURCHASING ENTITY
Barren River Plaza Glasgow, KY Barren River Plaza, LLC ▇▇ ▇▇▇▇▇▇ River, LLC
Cherry Hill Plaza Galax, VA GPLP USPG Portfolio One, LLC
Crossroads Centre Knoxville, TN GPLP USPG Portfolio One, LLC
Delaware Community Plaza Delaware, OH GPLP USPG Portfolio Two, LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ East Pointe Venture, LLC RP East Pointe, LLC
Hunter's Ridge Gahanna, OH GPLP USPG Portfolio Two, LLC
Lowe's Altoona Altoona, PA GPLP USPG Portfolio One, LLC
▇▇▇▇'▇ ▇▇▇▇▇ Road Columbus, OH GPLP USPG Portfolio Two, LLC
Mill Run Square Hilliard, OH GPLP USPG Portfolio One, LLC
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇, ▇▇ GPLP USPG Portfolio One, LLC
River Valley Plaza Lancaster, OH River Valley Venture, LLC RP River Valley, LLC
Springfield Commons Springfield, OH GPLP USPG Portfolio One, LLC
Toys R Us Springfield, OH GPLP USPG Portfolio One, LLC
Wal-Mart Plaza Springfield, OH GPLP USPG Portfolio One, LLC
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