FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE OF REAL ESTATE
Exhibit 99.2
This First Amendment is made and entered into this 28th day of November, 2005 to
that certain Agreement for Purchase and Sale of Real Estate dated August 29, 2005 between XXXXXX
CORPORATION, an Illinois corporation (“Seller”) and XXXXXXX XXXX SUBURBAN CENTERS LLC, an Illinois
limited liability company (“Purchaser”) as amended by a letter agreement dated October 17, 2005 by
and between the attorneys for Seller and Purchaser (collectively, the “Agreement”).
W I T N E S S E T H:
WHEREAS, since the date of the Agreement, certain conditions have occurred which makes it
advisable and appropriate to amend the Agreement; and
WHEREAS, it is the intention of the parties to execute this First Amendment to Agreement for
Purchase and Sale of Real Estate (the “First Amendment”) for purposes of amending the Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements set forth in
this First Amendment, the parties hereby agree that the Agreement is amended as follows:
1. The parties hereby acknowledge and agree that the Inspection and Feasibility Period
described in Section 6 of the Agreement has expired and that Purchaser is satisfied with all
matters has it investigated or could have investigated during the Due Diligence Period. Execution
of this First Amendment by Purchaser shall constitute Purchaser’s written notice under Section 6 of
the Agreement that Purchaser intends to proceed with the Agreement as
provided in Section 6. Accordingly, Purchaser shall deposit forthwith into the Escrow the
Additional Xxxxxxx Money of One Million Five Hundred Thousand and no/100 Dollars ($1,500,000.00)
pursuant to Section 3 of the Agreement.
2. The Purchase Price for the Land is hereby reduced from $28,500,000.00 by the sum of
$1,000,000.00 to a revised Purchase Price of $27,500,000.00 with the result that the Purchase Price
for Parcel 1 is reduced from $11,400,000.00 to $11,000,000.00 and the Purchase Price for Parcel 2
is reduced from $17,100,000.00 to $16,500,000.00.
3. Purchaser intends to perform certain site remediation work (the “Remediation Work”) on each
Parcel after the closing of each Parcel. The Remediation Work shall be in accordance with the
Phase II Environmental Site Assessment by Xxxxxx-Xxxxx dated November 18, 2005. Purchaser may also
reuse impacted soils during redevelopment as road base, but only to the extent Purchaser is willing
to do so. In order to help defray the cost of the Remediation Work, Seller shall place into Escrow
with Chicago Title Insurance Company, as Escrowee, out of the proceeds received by Seller at the
closing of Parcel 1, the total sum of $1,700,000.00. Purchaser and Purchaser’s environmental
consultant, Xxxxxx-Xxxxx, shall determine which alternatives offered in the November 18, 2005
Assessment shall be utilized and shall otherwise control the implementation of the Remediation Work
but shall advise Seller’s environmental consultant, Bradburne, Briller & Xxxxxxx, LLC, from
time-to-time with respect to the status of such implementation. Purchaser shall cause Xxxxxx-Xxxxx
to prepare a Remediation Plan setting forth with specificity the type, nature and extent of the
Remediation Work and each component thereof to be performed by Purchaser on each Parcel pursuant to
the Remediation Plan. A copy of the Remediation Plan shall be sent to Seller. Upon the closing
of each Parcel, Purchaser shall commence the performance of the Remediation Work described in the
Remediation Plan for that
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Parcel and shall diligently perform such Remediation Work until it is completed. During the
course of the performance of Remediation Work for each Parcel, Purchaser shall be permitted to
reimburse itself out of the Escrow for the amounts expended by Purchaser in performing the
Remediation Work, provided (i) Purchaser delivers to Seller evidence that it has paid for any
Remediation Work for which reimbursement is sought and (ii) Xxxxxx-Xxxxx has confirmed in writing
that the work for which reimbursement is being sought falls within the scope of the Remediation
Plan. If at the time the performance of Remediation Work for either Parcel has been completed and
all amounts due to Purchaser have been paid out by the Escrowee, any balance remaining in the
Escrow shall be paid to Seller. In the event the cost of performing the Remediation Work for
either Parcel exceeds the amount for that Parcel deposited into the Escrow out of Seller’s
proceeds, Seller shall not be responsible to pay for or reimburse Purchaser with any such excess
amounts and those costs will be borne exclusively by Purchaser. All Remediation Work shall be
performed by Purchaser’s contractors and under Purchaser’s control. Seller shall have no
obligations with respect to the Remediation Work, except to make the payments provided in this
Section 3.
4. Other than as modified herein, the Agreement is hereby ratified and confirmed by the
parties in all respects.
5. This First Amendment may be executed in counterparts, all of which when executed, shall
constitute one and the same instrument.
{SIGNATURE PAGE TO FOLLOW}
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IN WITNESS WHEREOF, the parties have entered into this First Amendment the date and year
first above written.
SELLER:
Xxxxxx Corporation,
an Illinois corporation
an Illinois corporation
By: /s/ X. X. Xxxxxxxxx
Its: Vice President and Treasurer
PURCHASER:
XXXXXXX XXXX SUBURBAN CENTERS LLC,
an Illinois limited liability company
an Illinois limited liability company
By: /s/ Xxx X. Xxxxxx
Its: Sr. Vice President
Approved this 28th day of November, 2005.
XXXXXXX XXXX, INC.,
Guarantor
Guarantor
By: /s/ Xxxxx X. Xxxx
Its: Chairman & CEO
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