ANNEX VII
SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
This SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this
"Amendment") is dated as of the 29th day of November, 1999 by and among
SHOPCO MALLS L.P., a Delaware limited partnership ("Seller") and ▇▇▇▇▇▇
PACIFIC GROUP, INC., a Delaware corporation ("Buyer").
BACKGROUND
A. Seller and Buyer executed an Agreement of Purchase and Sale as
of September 11, 1999, as amended by a First Amendment to Agreement of
Purchase and Sale dated as of October 28, 1999 (such Agreement of Purchase
and Sale, as amended, the "Agreement").
B. Seller and Buyer now desire to further amend the Agreement in
order to modify certain terms and conditions thereof. All capitalized terms
not otherwise defined in this Amendment, shall have the meaning given such
terms in the Agreement.
AGREEMENT
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NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereby agree as follows:
1. Section VII.2(a) is hereby amended by deleting "30 days after
the date of the First Amendment to Agreement of Purchase and Sale (the 'Due
Diligence Expiration Date') and substituting in lieu thereof "on December 13,
1999 (the 'Due Diligence Expiration Date')."
1. The reference to "(E.D.T.)" in Section VII.2(b) is hereby
changed to "(E.S.T.)".
1. Except as explicitly set forth in this Amendment, the parties
hereto ratify and confirm all of the terms and provisions of the Agreement.
1. This Amendment may be executed in counterparts, each of which
shall be deemed an original and all of which together, shall be deemed one
Agreement.
SELLER:
SHOPCO MALLS L.P.
By: Shopco Regional Malls, L.P.
By: Regional Malls, Inc.
By: ________________________
Name:
Title:
BUYER:
▇▇▇▇▇▇ PACIFIC GROUP, INC.
By: ____________________________________
Name:
Title:
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