1
EXHIBIT 10.2
FIRST AMENDMENT TO AGREEMENT TO PURCHASE
THIS FIRST AMENDMENT TO AGREEMENT TO PURCHASE ("Amendment") is made as
of this 29th day of October, 1996, by and between JMB/Spring Hill Associates, an
Illinois general partnership ("Seller") and Inland Real Estate Corporation, a
Maryland corporation, ("Purchaser").
RECITALS:
A. Seller and Purchaser have previously executed that
certain Agreement to Purchase dated October 14, 1996
("Agreement");
B. On October 18, 1996, Purchaser gave its "Notice to
Cancel" pursuant to the terms of Paragraph 8.1 (a)
of the Agreement;
C. In consideration of a reduction in the
Purchase Price by Seller and for other consideration
set forth in this Amendment, the parties do hereby
desire to vitiate the Notice to Cancel and to reinstate
the terms of the Agreement in full, except to the
extent modified by this Amendment;
D. All terms defined in the Agreement shall
have the same meanings when used in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Amendment and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser
agree as follows:
1. The Notice to Cancel dated October 18, 1996, from
Purchaser to Seller is hereby vitiated, and the
Agreement is hereby reinstated in full except to the
extent amended hereby;
2. A new definitional term is hereby added to
Article I of the Agreement and shall read as follows:
"PIER 1 LEASE: That certain Lease to
be executed by
Seller, as Landlord,
and Pier 1 Imports,
Inc. as Tenant, and
containing the Fixed
Minimum Rent,
Percentage Rent and
other financial terms
set forth on Exhibit A
attached to this
Amendment;"
2
3. The definition of "Closing Date", as set forth in the Agreement is
hereby deleted and in lieu thereof, the following is hereby substituted:
"Three (3) business days after execution of the Pier 1 Lease
and delivery of a copy thereof to Purchaser, subject to
extension to December 23, 1996, pursuant to Section
4.5(b)(viii) hereof, and pursuant to Section 4.2 hereof."
4. If the Pier 1 Lease is not executed by December 20, 1996, in
substantially the same form as used in the existing Lease
between Seller and Pier 1 Imports, Inc., then this Agreement shall be
and become null and void and of no further force or effect, except as
set forth in paragraph 7.1(c) and the Deposit will forthwith be
returned to Purchaser;
5. The Purchase Price set forth in paragraph 3.1 of the Agreement is hereby
changed to "9,200,000.00";
6. Purchaser acknowledges receipt of the Survey and Title Commitment and
Purchaser's comments thereon are contained in that certain letter dated
October 22, 1996, from Xxxxxx X. Xxxxxxxxx, counsel to Purchaser, and
addressed to Xxxxxx X. Xxxxxx, counsel to Seller. The ten (10) day
period of time that Seller shall have to attempt to cure the
matters set forth in the October 22, 1996, letter shall commence from
and after the date that this Amendment is executed;
7. Paragraph 4.3(c)(iii)(dd) shall be modified such that the parties will
make best efforts to effect a final reproration of Tenant Expense
Contributions not later than December 27, 1996, or such earlier date
after Closing as Seller shall direct in writing to Purchaser, provided
that such notice from Seller shall be accompanied by Seller's
reproration calculations, and Purchaser shall have not less than two
(2) business days to review and comment upon same;
8. The "Reproration Date", as defined on page 8 of the Agreement, shall be
redefined as follows:
"Real estate taxes will be reprorated (and such
reproration will be a final reproration) not later than
December 27, 1996, or such earlier date after Closing as Seller
shall direct in a written notice to Purchaser ("Reproration
Date") as follows:"
9. Purchaser acknowledges that the Inspection Period has expired and that
Purchaser has approved the matters described in paragraph 8.1(a) of the
Agreement and has determined to acquire the Property. In addition,
Purchaser
-2-
3
acknowledges that it has obtained the approval of its
Board of Directors to acquire the Property, and that condition,
as contained in paragraph 8.1(a) is acknowledged by Purchaser
to be satisfied.
10. This Amendment and any document or instrument
executed pursuant hereto may be executed in any number of
counterparts, each of which shall be deemed an original, and
all of which together shall constitute the same instrument.
In all other respects, the Agreement remains unmodified and in full force and
effect.
PURCHASER:
INLAND REAL ESTATE CORPORATION
By:
-------------------------------------
Its: Authorized Agent
----------------------------
SELLER:
JMB/SPRING HILL ASSOCIATES, an
Illinois general partnership
By: JMB Mortgage Partners, Ltd.-III,
an Illinois limited
partnership, general partner
By: JMB REALTY CORPORATION, an
Illinois corporation,
corporate general partner
By:
-------------------------------------
Its:
----------------------------
-3-
4
acknowledges that it has obtained the approval of its
Board of Directors to acquire the Property, and that condition,
as contained in paragraph 8.1(a) is acknowledged by Purchaser
to be satisfied.
10. This Amendment and any document or instrument
executed pursuant hereto may be executed in any number of
counterparts, each of which shall be deemed an original, and
all of which together shall constitute the same instrument.
In all other respects, the Agreement remains unmodified and in full force and
effect.
PURCHASER:
INLAND REAL ESTATE CORPORATION
By:
-----------------------------
Its:
---------------------
SELLER:
JMB/SPRING HILL ASSOCIATES, an
Illinois general partnership
By: JMB Mortgage Partners, Ltd.-III,
an Illinois
limited partnership,
general partner
By: JMB REALTY CORPORATION,
an Illinois corporation,
corporate general
partner
By: Xxxxx Xxxxxx
----------------------------
Its: Vice President
---------------------
-3-
5
Pier One: xls
URBAN RETAIL PROPERTIES CO. New Lease _______
TENANT COMMITMENT REPORT (TCR) Renewal Lease ___X___
Extension _______
================================================================================
SUBMITTED BY: Xxxxx Xxxxxxxxx DATE: 6/19/96 OFFICE: Chicago
CENTER: Spring Hill Fashion Corner
PREMISES: SPACE #: 100 SQUARE FT: 8,487 LEVEL: ______
TENANT:
TRADE NAME: Pier One
LEGAL NAME TO APPEAR ON LEASE
(i.e. ENTITY THAT IS SIGNING THE LEASE): Pier One, Inc.
STATE OF INCORPORATION Delaware
ADDRESS: 000 Xxxxxxxx Xxxxxx
Xx. Xxxxx, XX 00000
_________________________________
IS TENANT A FRANCHISEE? _____ __X__
YES NO
DOES THE TENANT ENTITY LISTED ABOVE (TO APPEAR ON LEASE) HAVE SUFFICIENT NET
WORTH TO FULFILL ALL OBLIGATIONS UNDER THE LEASE?
__X__ _____ (IF NO, FILL OUT
YES NO SECTION BELOW)
GUARANTOR:
LEGAL NAME TO APPEAR ON LEASE (i.e. ENTITY
THAT IS GUARANTEEING THE LEASE): _________________________________
STATE OF INCORPORATION: _________________________________
ADDRESS: _________________________________
_________________________________
_________________________________
PERIOD: (x) Term OR ______________yrs.
Note: Explain if less than the full term: _________________________
___________________________________________________________________
FINANCIAL STATEMENT SUBMISSION:
TENANT ENTITY: ( ) n/a - I am requiring a Guarantor (see below).
( ) financials attached.
(X) financials on file . . . this is a national tenant.
GUARANTOR: ( ) there is not a Guarantor because the tenant entity has
a sufficient net worth.
( ) financials attached.
( ) financials on file . . . this is a national tenant.
NOTE: FINANCIALS MUST BE INCLUDED FOR ALL NON-NATIONAL TENANTS!
TENANT HISTORY:
________ New tenant to this center; OR
________ Relocation, Tenant's lease of space _________ expires _________; OR
________ Early renewal, tenant's lease expires _________________________; OR
___X____ Renewal (Lease expires one day before the new commencement date)
PROJECTED DELIVERY DATE: ___________________________________________
TENANT COMMENCEMENT DATE: 4/1/97
LEASE TERM: 5 YEARS, FROM 4/1/97 TO 3/31/02
SECURITY DEPOSIT: ____________________
RADIUS RESTRICTION: ____________________ miles
1 of 6
EXHIBIT A
6
PERMITTED USE: The retail sale of imported and domestic giftware,
housewares, home furnishings and accessories, novelties,
decorator items, packaged gourmet foods, packaged
candies, adult clothing (But no more than 30% of the
square footage of the premises shall be used for the
sale of adult clothing) and related items.
THE SQUARE FOOTAGE USED TO CALCULATE RENT AND CHARGES IS: 8,487 SQ. FT.
( x ) This is the same square footage as found on page one.
( ) This square footage differs from that on page one. See
"explanation" section below.
FIXED MINIMUM RENT:
Years 1 Monthly $9,194.25 Annually $ 110,331.00 P.S.F $13.00
Years 2 Monthly $9,547.88 Annually $ 114,572.50 P.S.F $13.50
Years 3 Monthly $9,901.50 Annually $ 118,818.00 P.S.F $14.00
Years 4 Monthly $10,255.13 Annually $ 123,061.50 P.S.F $14.50
Years 5 Monthly $10,608.75 Annually $ 127,305.00 P.S.F $15.00
PERCENTAGE RENT:
Years 1 5 % of Gross Sales over $3,206,620.00 per year ( $ %)
Years 2 5 % of Gross Sales over $2,291,490.00 per year ( $ %)
Years 3 5 % of Gross Sales over $2,376,360.00 per year ( $ %)
Years 4 5 % of Gross Sales over $2,461,230.00 per year ( $ %)
Years 5 5 % of Gross Sales over $2,546,100.00 per year ( $ %)
OPTION:
Years 6 Monthly $10,962.38 Annually $ 131,548.30 P.S.F $15.50
Years 7 Monthly $11,316.00 Annually $ 135,792.00 P.S.F $16.00
Years 8 Monthly $11,669.63 Annually $ 140,035.50 P.S.F $16.50
Years 9 Monthly $12,023.25 Annually $ 144,279.00 P.S.F $17.00
Years 10 Monthly $12,376.88 Annually $ 148,522.50 P.S.F $17.50
OPTION PERCENTAGE RENT:
Years 6 5 % of Gross Sales over $2,630,970.00 per year ( $ %)
Years 7 5 % of Gross Sales over $2,715,840.00 per year ( $ %)
Years 8 5 % of Gross Sales over $2,800,710.00 per year ( $ %)
Years 9 5 % of Gross Sales over $2,885,580.00 per year ( $ %)
Years 10 5 % of Gross Sales over $2,970,450.00 per year ( $ %)
ADDITIONAL CHARGES:
__X___ Full pro rata to be paid; current estimated charges are: $2.99
______ Full pro rata to be paid: estimated charges for the next lease
year are not yet available, currently charges are:
______ This is a gross deal (complete "Explanation Section").
Negotiated charges have been adjusted as follows:
Common Area Maint.: Monthly $1,011.37 Annually $12,136.41 P.S.F. $1.43
(estimated, includes insurance)
Real Estate Taxes: Monthly $ 749.69 Annually $8,996.22 P.S.F. $1.06
(estimated)
Promotion Fund/ Monthly $ 353.63 Annually $4,243.50 P.S.F. $ 0.50
Merchant's Assoc.: (estimated)
Media Fund: Monthly $0.00 Annually $0.00 P.S.F. $ -
Utilities: Monthly $0.00 Annually $0.00 P.S.F. $ -
(trash removal supplied by Landlord)
Utilities: Monthly $0.00 Annually $0.00 P.S.F. $ -
(water supplied by Landlord)
Utilities: Monthly $0.00 Annually $0.00 P.S.F. $ -
(electricity supplied by Landlord)
Sprinkler Charge: Monthly $0.00 Annually $0.00 P.S.F. $ -
(estimated)
All HVAC: Monthly $0.00 Annually $0.00 P.S.F. $ -
(estimated)
Other: Monthly $0.00 Annually $0.00 P.S.F. $ -
2 of 6
7
Pier One: xls
OTHER CHARGES/CONTRIBUTIONS: __________________________________________________
________________________________________________________________________________
________________________________________________________________________________
EXPLANATION: _________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
STATUS OF NEW SPACE(S): (Please xxxx each category that applies)
_____ Reconfiguration (Please use Special Provision Section to elaborate)
_____ Raw Space, space number(s) _______________________________________; OR
_____ Vacant (Landlord has legal possession, free and clear); OR
_____ Leased - Tenant in possession.
Tenant under the tradename _______________________is in space no. 2001.
Their Lease expires ________________________________________. However,
Landlord has the right to terminate Lease on ______ days notice; or
their lease will be terminated effective ___________________. The
termination request is:
( ) Attached ( ) Previously Submitted ( ) Not applicable
Additional Space (if applicable)
Tenant under the tradename ________________________is in space no. ____
their Lease expires ________________________________________; or
Landlord has the right to terminate Lease on ______ days notice; or
their lease will be terminated effective ___________________. The
termination request is:
( ) Attached ( ) Previously Submitted ( ) Not applicable
PLEASE NOTE: The TCR will not be processed until the termination request has
been approved. If the termination request is not attached, please
explain under "Special Provisions".
CONSTRUCTION PROVISIONS:
Premises shall be delivered to tenant in "as is", "where is" condition.
Tenant's initial work shall include:
No new work.
Tenant shall complete their work by: None
Landlord shall perform the following work: No work
For an estimated cost (attached), not to exceed: $____-_____
TENANT ALLOWANCE:
Landlord's Work: $____-_____
Cash: $____-_____ (To be paid after Tenant opens for
business and has satisfied Landlord's
standard requirements)
Abatement: $____-_____ (Minimum rent only)
(If based on months, how many months? 0
Total: $____-_____
3 of 6
8
Pier One: xls
SPECIAL PROVISIONS: ___________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
MAILING INSTRUCTIONS:
Send Leases to (x) Tenant: Xxxxx Xxxxx Telephone 817/000-0000
Fax 817/878/7888
Send Leases to ( ) Tenant's Rep: ________________ Telephone _______________
Firm: ________________ Fax _______________
Address: ________________
________________
Send Tenant Package to: ________________ (specify if different from
Firm: ________________ Tenant)
Address: ________________ Telephone ________________
________________ Fax ________________
________________
This letter of intent is not intended to be an enforceable contract, but only
an indication of the understanding of the undersigned with respect to the
matter herein set forth so that both parties may proceed to the negotiation,
preparation and execution of a formal lease agreement. It is understood that a
formal lease is a prerequisite to the creation of any enforceable contract
between the parties, and that such lease may contain additional terms to be
mutually agreed upon which may only be evidenced by the execution and delivery
of said lease by both parties thereto.
VERBALLY APPROVED:
Tenant: _______________________________________________________________
By: _______________________________________________________________
Its: _______________________________________________________________
Date: _______________________________________________________________
APPROVED:
URBAN RETAIL PROPERTIES CO.
a Delaware Corporation
By: ???????
Its: Senior Vice President
Date: 6/20/96
FINANCIAL STATEMENT REVIEW (To be completed by Xxxx Xxxxxxxx);
_______ I have reviewed and approved the tenant's (and/or guarantor's)
financial statement(s).
___X___ OK to finalize execution and delivery of lease without further
verification of Tenant's financial condition. (applies to
national tenants only)
APPROVED: URBAN RETAIL PROPERTIES CO.
a Delaware Corporation
By: ???????
Its: Executive Vice President/National Leasing Director
Date: 6/24/96
cc Portfolio Manager
4 of 6
9
Pier One: xls
URBAN REVIEW OF NEGOTIATIONS
FOR INTERNAL USE ONLY
Please xxxx whether the following items have been discussed:
not discussed discussed, comments
discussed denied
Floating:
commencement date: _________ _________ _________________________
Opening co-tenancies: _________ _________ _________________________
Optional renewals: _________ _________ _________________________
Use clause: _________ _________ _________________________
Exclusives: _________ _________ _________________________
Remedies for
breach of exclusive: _________ _________ _________________________
Operating co-tenancy: _________ _________ _________________________
Remedies (go dark,
% rent, termination): _________ _________ _________________________
Special hours: _________ _________ _________________________
Right to close for
specified holidays: _________ _________ _________________________
Cap on center expenses: _________ _________ _________________________
Cap on promo fund: _________ _________ _________________________
Cap on media: _________ _________ _________________________
Tenant audit rights: _________ _________ _________________________
Term of the guaranty: _________ _________ _________________________
Special exclusions
from gross sales: _________ _________ _________________________
Chargebacks by
Landlord: _________ _________ _________________________
Radius Restriction: _________ _________ _________________________
Other:
____________________ _________ _________ _________________________
Other:
____________________ _________ _________ _________________________
Comments: ________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
5 of 6
10
[graphic shows map of Spring Hill Xxxxxxx Xxxxxx
Xxxx Xxxxxx, Xxxxxxxx 00000]
100 Pier One Imports
200 The Great Frame Up
210 Travel Agents Int'l
220 China Palace
230
240 Wild Birds Unlimited
245 Let's Learn
300 Michael's
400 Fantastic Sam's
405 Xxxxx Xxxxx
410 Sizes Unlimited
420 Xxxxx Beauty
430
440
450 Once Upon A Child
500 TJ Maxx
600 Play it Again Sports
610 Funcoland
620 Cosmetic Center
640 Celebration Center
660 Famous Footwear
