EXHIBIT 10.3
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SECOND AMENDMENT TO PURCHASE AGREEMENT
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(Xxxxx Xxxxx Xxxx; Xxxxx Xxxxxxxx Xxxxx, Xxxxx)
This Second Amendment To Purchase Agreement ("Second Amendment") is
made and entered into as of the 30th day of July, 1999, by and among NORTH
HILLS MALL ASSOCIATES, an Illinois general partnership ("Seller"), NORTH
HILLS, LTD., a Texas limited partnership ("NHL"), and THE KEST CHILDREN'S
TRUST (the "Kest Trust", NHL and the Kest Trust are hereinafter
individually and collectively called "Buyer"), with reference to the
following facts:
A. Seller and Buyer entered into that certain "Purchase Agreement"
(the "Original Agreement") dated as of the 22nd day of June, 1999 (the
"Execution Date"), pursuant to which Seller agreed to sell, and Buyer
agreed to buy, that certain real property located in the City of North
Richland Hills, County of Tarrant, State of Texas, consisting primarily of
a shopping center sometimes known as the "North Hills Mall" (the
"Property"). The Original Agreement was subsequently amended by that
certain First Amendment To Purchase Agreement ("First Amendment") made and
entered into as of the 29th day of June, 1999, by and among Seller and
Buyer. The Original Agreement as amended by the First Amendment is
hereinafter referred to as the "Agreement". Unless otherwise defined
herein, capitalized terms have the meanings defined in the Agreement.
B. Seller and Buyer wish to modify and amend the Agreement subject
and strictly in accordance with the terms of this Second Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Buyer hereby amend
the Agreement as follows:
1. Recitals. The recitals set forth above are not merely
recitals, but form an integral part of this Second Amendment.
2. Due Diligence Extension. The Due Diligence Period, as defined
in Section 4.B of the Agreement, is hereby extended until 5:00 PM (Central
time) on Wednesday, August 4, 1999.
3. Ratification of Purchase Agreement. Buyer and Seller hereby
agree that except as expressly provided herein, the provisions of the
Agreement shall be, and remain, in full force and effect (such Agreement
being hereby ratified and confirmed by the parties hereto), and that if any
provision of this Second Amendment conflicts with the Agreement, then the
provisions of this Second Amendment shall prevail.
4. Miscellaneous. This Second Amendment may be executed in
counterparts and delivered by facsimile transmission.
IN WITNESS WHEREOF, the parties hereto have executed this
Second Amendment effective as of the date first set forth above.
BUYER:
NORTH HILLS, LTD.,
a Texas limited partnership
By: XXXX XXXXXXX & CO., INC.,
a Texas corporation,
its general partner
By: _________________________
Name: _________________________
Title:_________________________
THE KEST CHILDREN'S TRUST
By: _________________________
Xxxxxxx Xxxx, Trustee
SELLER:
NORTH HILLS MALL ASSOCIATES,
an Illinois general partnership
By: JMB Income Properties, Ltd.-X,
an Illinois limited partnership
By: JMB Realty Corporation,
a Delaware corporation,
Its General Partner
By: _________________________
Name: _________________________
Title:_________________________
