AMENDMENT NO. 1 TO CONTRIBUTION AND EXCHANGE AGREEMENT Amendment No. 1 to that certain Contribution and Exchange Agreement dated as of August 11, 1997 (the "Agreement") among National Properties Investment Trust, a Massachusetts business trust, the...
AMENDMENT NO. 1
TO
CONTRIBUTION AND EXCHANGE AGREEMENT
Amendment No. 1 to that certain Contribution and Exchange Agreement
dated as of August 11, 1997 (the "Agreement") among National Properties
Investment Trust, a Massachusetts business trust, the members of the Board of
Trustees of the Trust, Philips International Realty Corp., a Maryland
corporation, Philips International Realty, L.P., a Delaware limited partnership,
and certain contributing partnerships or limited liability companies associated
with a private real estate firm controlled by Xxxxxx Xxxxxxxx and certain
partners and members thereof who are signatories hereto. Each of the parties to
the Agreement are writing to confirm our understanding and agreement to this
Amendment No. 1 to the Agreement as follows:
1. Section 5.1(b) of the Agreement is hereby amended to add the
following language to the beginning of the second sentence thereof:
"except with respect to the failure to obtain the consent of First Union
National Bank, as holder of approximately $24.1 million first mortgage loan
secured by certain portions of the Palm Springs Mile Shopping Center in Hialeah,
Florida, to the consummation of the transactions contemplated by the Agreement,"
2. Section 27.1 of the Agreement is hereby amended by inserting in the
fifth line thereof following the words "at the Closing" the following:
", or within a period not to exceed five (5) business days from the date
of the Closing,"
3. The parties agree that the Closing of the transactions contemplated
by the Agreement shall be effective as of the close of business on December 31,
1997.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 to the Agreement as the 29th day of December 0000.
XXXXXX XXXXXX SHOPPING LLC
By: /s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: Managing Member
PHILIPS FREEPORT ASSOCIATES, L.P.
By: Philips Freeport Development Corporation,
its general partner
By:/s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: President
XXXXXXX SHOPPING ASSOCIATES
By: Xxxxxxx Holiday Limited Partnership,
a general partner
By: Xxxxxxx Holiday Corp., general partner
By:/s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: President
By: Xxxxxxx Equities L.P., a general partner
By: The Xxxxxxx Corporation, general
partner
By:/s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: Attorney-in-Fact
SP AVENUE U ASSOCIATES, L.P.
By: SP Avenue U Corp., its general partner
By:/s/ Xxxxxx Xxxxxxxx
--------------------
Name: Xxxxxx Xxxxxxxx
Title: Attorney-in-Fact
ENFIELD SHOPPING L.L.C.
By:/s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: Managing Member
BRANHAVEN PLAZA L.L.C.
By:/s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: Member
PALM SPRINGS MILE ASSOCIATES, LTD.
By: Palm Mile Corp., its General Partner
By:/s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxx
Title: President
(by Xxxxxx Xxxxxxxx, attorney-in fact)
PARTNERS OF PALM SPRINGS MILE
ASSOCIATES, LTD.:
PALM MILE CORP.
By:/s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxx
Title: President
(by Xxxxxx Xxxxxxxx, attorney-in fact)
PL PALM SPRINGS L.P.
By:/s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: General Partner
/s/ Xxxxxx Xxxxxxxx
-------------------
Xxxxxx Xxxxxxxx
3
FOXBOROUGH SHOPPING L.L.C.
By: /s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: Managing Member
MEMBERS OF FOXBOROUGH SHOPPING L.L.C.
/s/ Xxxxxx Xxxxxxxx
-------------------
Xxxxxx Xxxxxxxx
XXXXXX REALTY CO.
By:/s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: Attorney-in-Fact
CENTURY REALTY INC.
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
Title: Attorney-in-Fact
/s/ Xxxxxx Xxxxxxxx
-------------------
Xxxxxx Xxxx, by Xxxxxx Xxxxxxxx,
Attorney-in-Fact
ESTATE OF XXXXX XXXX
By:/s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: Attorney-in-Fact
4
DELRAN SHOPPING L.L.C.
By: /s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: Managing Member
MEMBERS OF DELRAN SHOPPING L.L.C.
/s/ Xxxxxx Xxxxxxxx
-------------------
Xxxxxx Xxxxxxxx
XXXXXX REALTY CO.
By: /s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: Attorney-in-Fact
CENTURY REALTY INC.
By: /s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: Attorney-in-Fact
/s/ Xxxxxx Xxxxxxxx
-------------------
Xxxxxx Xxxx, by Xxxxxx Xxxxxxxx,
Attorney-in-Fact
ESTATE OF XXXXX XXXX
By:/s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: Attorney-in-Fact
5
NATIONAL PROPERTIES INVESTMENT TRUST
By: /s/ Xxxxx Xxxxx
---------------
Name: Xxxxx Xxxxx
Title: Trustee
By: /s/ Xxx Xxxxxxx
---------------
Name: Xxx Xxxxxxx
Title: Trustee
By: /s/ Xxxxxx Xxxxxxxxx
--------------------
Name: Xxxxxx Xxxxxxxxx
Title: Trustee
PHILIPS INTERNATIONAL REALTY, L.P.
By: Philips International Realty Corp.,
its General Partner
By: /s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: Chief Executive Officer
PHILIPS INTERNATIONAL REALTY CORP.
By: /s/ Xxxxxx Xxxxxxxx
-------------------
Name: Xxxxxx Xxxxxxxx
Title: Chief Executive Officer
6
With respect to Section 27.1 only:
/s/ Xxxxx Xxxxx
---------------
Xxxxx Xxxxx
/s/ Xxx Xxxxxxx
---------------
Xxx Xxxxxxx
/s/ Xxxxxx Xxxxxxxxx
--------------------
Xxxxxx Xxxxxxxxx
7
