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EXHIBIT (10)(cc)
FIRST AMENDMENT TO CONTRACT OF SALE
This First Amendment to the Contract of Sale (this "First Amendment")
is made and entered into as of this 29th day of September, 2000 by and among 55
Public LLC, North Valley Tech, LLC, Southwest Shopping Centers Co. I, L.L.C.,
First Union Madison L.L.C., Printer's Alley Garage, LLC, First Union Real Estate
Equity and Mortgage Investments and First Union Commercial Properties Expansion
Company, collectively as "Seller," and Radiant Investors LLC, as "Purchaser."
WHEREAS, the Seller and the Purchaser have entered into a Contract of
Sale dated as of the 15th day of September, 2000 (the "Agreement") with respect
to the sale and purchase of the properties known as 00 Xxxxxx Xxxxxx/XXX
Xxxxxxxx, Xxxxxxxxx Xxxx; North Valley Tech Center, Thornton, Colorado; Westgate
Business Center, Abilene, Texas; Madison & Xxxxx Garage, Chicago, Illinois;
Printer's Alley Garage, Nashville, Tennessee; Pecanland Mall, Monroe, Louisiana;
Xxxx 0xx Xxxxxx Xxx, Xxxxxxxxx, Xxxx; Long Street Lot, Columbus, Ohio, 0xx &
Xxxxxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx; Xxx Xxxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxxxx,
Xxxxxxxxx and Huntington Garage, Cleveland, Ohio (collectively, the "Premises");
WHEREAS, the Seller and the Purchaser desire to modify and amend the
Agreement as hereinafter set forth in this First Amendment, the provisions of
this First Amendment being paramount and the Agreement being construed
accordingly;
NOW THEREFORE, the parties hereto do hereby agree that the Agreement is
modified and amended as hereinafter set forth:
1. All capitalized terms herein, unless otherwise defined, shall have the
meaning ascribed in the Agreement.
2. Section 2(a) of the Agreement is modified by providing that Schedules
B-1 and B-2 will be provided by the parties and annexed to the
Agreement on or before the Closing Date.
3. Section 2(a)(vi) of the Agreement is modified by providing at the end
thereof a new Section (C) as follows:
(C) Notwithstanding the provisions of Sections 2(a)(ii), 2(a)(vi)(A)
and 2(a)(vi)(B) to the contrary, unless and until Purchaser has
obtained firm commitments for Acceptable Financing (as such term is
defined in the JV Agreement), Purchaser at its option may elect to
terminate the Agreement on or before October 26, 2000 and the Sellers
shall receive the amount set forth at Section 2(a)(vi)(A) and the
balance of the Deposit shall be paid to Purchaser. In such event,
Purchaser shall deliver to Sellers each Study and all reliance letters
thereto in accordance with the provisions of Section 2(a)(vi)(A).
Purchaser shall regularly advise Seller of its progress in obtaining
Acceptable Financing.
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4. Section 2(b) of the Agreement is modified to provide that Seller will
accept a Letter of Credit from Fleet Bank, provided that same may be
presented for payment at one of its New York City branches.
5. Section 2(c) of the Agreement is modified to provide that the Westgate
financing is in the amount of $8,500,000.00, of which $7,500,000.00 is
to be advanced at Closing, and $1,000,000.00 is to be held in escrow.
6. Schedule A-6 of the Agreement will be modified to reflect the accurate
description of the Pecanland Mall Adjacent Land as and when the survey
has been received and the new metes and bounds description has been
provided by the Title Company.
7. Section 3 of the Agreement is modified by providing at the end thereof
a new Section 3(q) as follows:
(q) Notwithstanding anything in Section 3(a) or 4(c) to the contrary,
in the event and to the extent the revised metes and bounds description
of the Pecanland Mall Adjacent Land referenced in paragraph 6 above
results in a Title Company continuation of the Title Report referenced
at Schedule G-1(iv) of the Agreement containing a new exception to
title (not disclosed on the Title Report received as of the date
hereof) having a material adverse effect on any Pecanland Mall Adjacent
Land, Purchaser may exercise those options set forth at Section 3(p)
with respect to such Pecanland Mall Adjacent Land.
8. Except as modified hereby, the Agreement shall remain in full force and
effect.
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SELLERS:
55 PUBLIC LLC, a Delaware limited liability
company
By: 55 PUBLIC REALTY CORP., a Delaware
corporation, Managing Member
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
NORTH VALLEY TECH LLC, a Delaware limited
liability company
By: NVT Corp., a Delaware corporation, its
Managing Member
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
SOUTHWEST SHOPPING CENTERS CO. I, L.L.C.,
a Delaware limited liability company
By: First Union Southwest L.L.C., a
Delaware limited liability company, its
manager
By: First Southwest I, Inc., a Delaware
corporation, its manager
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
FIRST UNION MADISON L.L.C., an Illinois
limited liability company
By: First Union Real Estate Equity and
Mortgage Investments, and Ohio business trust,
its member
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
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PRINTER'S ALLEY GARAGE, LLC, a Delaware
limited liability company
By: First Union Real Estate Equity and
Mortgage Investments, an Ohio business trust,
its managing member
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
FIRST UNION REAL ESTATE EQUITY AND MORTGAGE
INVESTMENTS, an Ohio business trust
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice Chairman
FIRST UNION COMMERCIAL PROPERTIES EXPANSION
COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
PURCHASER:
RADIANT INVESTORS LLC, a Delaware limited
liability company
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Managing Member
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