Exhibit 10.3
SECOND AMENDMENT
TO
AGREEMENT FOR PURCHASE AND SALE
This Second Amendment to Agreement for Purchase and Sale ("Amendment")
is entered into effective as of October 2, 2001 by and between Xxxxxxx Pacific
Properties, Inc., a Maryland corporation ("Seller") and Pacific Retail, L.P., a
Delaware limited partnership ("Buyer").
WHEREAS, Seller and Buyer entered into that certain Agreement for
Purchase and Sale dated as of August 29, 2001 (the " Initial Agreement").
WHEREAS, Seller and Buyer entered into that certain letter agreement
dated September 17, 2001 (the "First Amendment") which amended Section 2.7(b) of
the Initial Agreement (the Initial Agreement as amended by the First Amendment
shall be collectively referred to as the "Agreement")
WHEREAS, Seller and Buyer desire to amend the Agreement as provided
herein.
NOW, THEREFORE, for good and valuable consideration, the adequacy and
receipt of which is hereby acknowledge, the parties hereby agree as follows:
1. The definition of "Closing Date" set forth in Article 1 of the
Agreement is hereby amended to change the date "October 31, 2001" referenced
therein to "November 30, 2001".
2. Section 2.2(a) of the Agreement is hereby amended by deleting
the existing Section 2.2(a) in its entirety and replacing it with the following:
(a) On or about the Effective Date, Buyer delivered to Seller by
bank wire transfer the amount of Two Million Five Hundred
Thousand and No/100 Dollars ($2,500,000.00) (the "Initial
Option Payment"), as an xxxxxxx money deposit on account of
the Purchase Price. Simultaneously with, and as a condition
precedent to, the effectiveness of the Amendment, Buyer shall
deliver to Seller by bank wire transfer the additional amount
of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00)
(the "Second Option Payment"; the Initial Option Payment and
the Second Option Payment shall be referred to collectively as
the "Option Payment"). On or before November 15, 2001, Buyer
shall deliver to Seller by bank wire transfer an additional
amount of Two Million Five Hundred Thousand and No/100 Dollars
($2,500,000.00) (the "Additional Deposit"), as an additional
xxxxxxx money deposit on account of the Purchase Price. As
used in this Agreement, the term "Deposit" means the Option
Payment, the Additional Deposit and all amounts which, at the
time in question, shall have been deposited by Buyer. If any
provision of this Agreement provides that any portion of the
Option Payment
is returned to Buyer or deemed released to Seller, then for
all purposes the term "Deposit" thereafter shall not be deemed
to include such amount.
3. Section 2.6 of the Agreement is hereby amended to change the
date "October 15, 2001" in each place referenced therein to "November 15, 2001"
and to change the date "October 14, 2001" in each place referenced therein to
"November 14, 2001".
4. Section 3.1(a)(viii) of the Agreement is hereby amended to
change the date "October 12, 2001" referenced therein to "November 12, 2001".
5. Section 4.4(b) of the Agreement is hereby amended to change
the amount "$2,500,000.00" referenced therein to "$2,750,000.00".
6. Section 5.2 of the Agreement is hereby amended to change the
amount "$2,500,000.00" in each place referenced therein to "$2,750,000.00".
7. The first paragraph of Section 6.1 of the Agreement is hereby
amended to change the date "November 30, 2001" in each place referenced therein
to "December 17, 2001" and to change the date "October 21, 2001" referenced
therein to "November 21, 2001".
8. Exhibit O and Exhibit R attached to the Agreement are amended
so as to read as set forth on Revised Exhibit O and Revised Exhibit R attached
hereto and incorporated herein by reference.
9. Except as expressly amended by the Amendment, the terms and
provisions of the Agreement shall remain unchanged and in full force and effect.
10. This Amendment may be executed in one or more counterparts.
All counterparts so executed shall constitute one contract, binding on all
parties, even though all parties are not signatory to the same counterpart.
Execution and transmission by telecopier is permitted and will create an
effective Amendment.
IN WITNESS WHEREOF, the parties execute this Amendment effective as of
the date first written above.
SELLER:
XXXXXXX PACIFIC PROPERTIES, INC.,
a Maryland corporation
Its General Partner
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Its: President and CEO
BUYER:
PACIFIC RETAIL, L.P.,
a Delaware limited partnership
By: POB Pacific Retail Partner, Inc.,
a Delaware corporation
a General Partner
By:
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Name:
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Title:
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By: AP-GP POB IV, LLC,
a Delaware limited liability company
a General Partner
By: Kronus Property IV, Inc.,
a Delaware corporation
By:
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Name:
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Title:
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3
REVISED EXHIBIT O
4
REVISED EXHIBIT R
5
