EXHIBIT (b) 2
REINSTATEMENT AND AMENDMENT OF AGREEMENT FOR PURCHASE AND
SALE OF REAL ESTATE
THIS REINSTATEMENT AND AMENDMENT OF AGREEMENT FOR PURCHASE AND SALE
OF REAL ESTATE (this "Agreement") is entered into as of September 10, 1996
by and between LINCAM PROPERTIES LTD. SERIES 85, an Illinois limited
partnership ("Seller"), LASALLE NATIONAL TRUST ("Trustee"), not personally
but as Trustee under a Trust Agreement dated July 19, 1996 and known as
Trust No. 120394 (the "Trust"), and CENTERPOINT PROPERTIES CORPORATION, an
Illinois corporation ("Beneficiary") (the Trust and Beneficiary are
collectively referred to herein as "Purchaser").
WITNESSETH:
WHEREAS, Seller and Purchaser entered into that certain Agreement for
Purchase and Sale of Real Estate dated as of August 6, 1996 (the "Original
Contract"), pursuant to which Seller agreed to sell to Purchaser and
Purchaser agreed to purchase from Seller, the property commonly known as
0000 Xxxxxxx Xxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxx and certain personal property
related thereto, on the terms and subject to the conditions more
particularly set forth in the Original Contract;
WHEREAS, the Original Contract was amended by: (i) that certain
letter agreement by and between Seller and Purchaser dated August 20, 1996,
and (ii) that certain letter agreement between the respective attorneys for
Seller and Purchaser dated August 28, 1996 (the Original Contract, as
amended by such letter agreements, is referred to herein as the
"Contract");
WHEREAS, pursuant to that certain letter dated August 29, 1996 from
Purchaser's attorney to Seller (the "Termination Notice"), Purchaser
terminated the Contract pursuant to Article 4 thereof;
WHEREAS, Purchaser desires to revoke the Termination Notice in its
entirety, and Purchaser and Seller desire to reinstate the Contract on the
same terms and conditions, except as expressly modified by this Agreement;
WHEREAS, following the reinstatement of the Contract, Purchaser and
Seller desire to amend certain terms thereof, all as more particularly set
forth below in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants hereinafter
set forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
1. All capitalized terms which are used but which are not defined
in this Agreement shall have the respective meanings ascribed to such terms
in the Contract.
2. Purchaser hereby revokes the Termination Notice in its
entirety, and Purchaser and Seller hereby reinstate the Contract in its
entirety on the same terms and conditions, except as expressly modified by
this Agreement.
3. The following is hereby added to the Contract as Section
3.4(f):
"At the Closing, Purchaser shall receive a credit (the "Alleged
Roof Condition Credit") against the Purchase Price in the amount of One
Hundred Thousand and No/100 Dollars ($100,000.00) in consideration for
certain repairs and/or replacements which Purchaser may need to make to the
roof of the Building or to certain component parts thereof following the
Closing as a result of the Alleged Roof Condition."
4. Purchaser hereby acknowledges and agrees that it is completely
satisfied with the results of its due diligence studies and investigations
described in Article 4 of the Contract (including, but not limited to, the
matters described in clauses (a)-(i) of Article 4 and the Alleged Roof
Condition and all matters related thereto), and Purchaser hereby
unconditionally and irrevocably waives its right to terminate the Contract
under Article 4 for any reason whatsoever, including, without limitation,
the Alleged Roof Condition and all matters related thereto.
5. In addition to, and not in limitation of, the terms set forth
in Section 7.4 of the Contract, and partly in consideration of Seller's
agreeing to provide the Alleged Roof Condition Credit at Closing,
Purchaser, for itself and on behalf of its agents, employees, successors
and assigns, hereby unconditionally and irrevocably forever waives any and
all claims and causes of action of any kind whatsoever which Purchaser may
now or hereafter have against Seller, its partners and their respective
officers, directors, shareholders, agents, employees, successors and
assigns arising directly or indirectly from, or relating directly or
indirectly to, the Alleged Roof Condition and/or the physical condition of,
and/or any defects (whether known or unknown) in, the roof of the Building
or any component parts thereof, and Purchaser agrees to accept the roof of
the Building and all component parts thereof in "AS IS" condition as of the
Closing Date.
6. Section 8.3 of the Contract (and all references in the Contract
to said Section) are hereby deleted in their entirety.
7. The second sentence of Section 9.1 of the Contract is hereby
deleted in its entirety, and the following is substituted in its place:
"Subject to an extension pursuant to SECTIONS 5.4 or 6.1 hereof or
pursuant to ARTICLE 8 hereof, the date of the Closing (the "CLOSING DATE")
shall be not later than 2:00 p.m. (C.S.T.) on September 20, 1996."
8. In Section 11.3 of the Contract: (i) the word "Purchaser" in
the seventh (7th) line of said Section is hereby changed to "Seller", and
(ii) the word "Assignment" in the twelfth (12th) line of said Section is
hereby changed to "Agreement"."
9. Beneficiary represents and warrants to Seller that as of the
date of this Agreement, Beneficiary is the holder of 100% of the beneficial
interest in and to and the power of direction under the Trust.
10. Insofar as the terms and provisions of this Agreement
purport to amend or modify or are in conflict with the terms, provisions
and exhibits of the Contract, the terms and provisions of this Agreement
shall govern and control; in all other respects, the terms, provisions and
exhibits of the Contract shall remain unmodified and in full force and
effect. This Agreement is incorporated into and made a part of the
Contract, and all references to the Contract hereafter shall include this
Agreement, and the Contract and all terms, conditions and provisions of the
Contract are in full force and effect as of the date hereof, except as
amended and modified above in this Agreement.
11. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of
which taken together shall be deemed to be one and the same instrument.
12. This Agreement is executed by LaSalle National Trust, not
personally but as Trustee as aforesaid, in the exercise of the power and
authority conferred upon it as such Trustee, and under the express
direction of the beneficiary of the Trust. Nothing contained in this
Agreement shall be construed as creating any liability whatsoever against
Trustee personally.
IN WITNESS WHEREOF, Purchaser and Seller have executed and delivered
this Agreement as of the date first written above.
PURCHASER:
CENTERPOINT PROPERTIES CORPORATION, an
Illinois corporation
Attest:
________________________________ By:___________________________________
Title:____________________________ Title:________________________________
LASALLE NATIONAL TRUST, not personally,
but solely as Trustee under a Trust Agreement dated July 19, 1996 and known
as Trust No. 120394
Attest:
________________________________ By:___________________________________
Title:____________________________ Title:________________________________
SELLER:
LINCAM PROPERTIES LTD. SERIES 85, an
Illinois limited partnership
By: Lincam Properties, Inc., a
Delaware corporation, its sole general partner
By:____________________________
Xxxx X. Xxxxxx, Exec.
Vice President
