EXHIBIT C (2)
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AMENDMENT TO PURCHASE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
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This AMENDMENT TO PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
(the "AMENDMENT"), dated as of February 25, 1997, is by and between
JMB/WAREHOUSE ASSOCIATES LIMITED PARTNERSHIP, a Texas limited partnership
(the "SELLER"), and OLYMPIA PROPERTIES L.L.C., a Washington limited
liability company (the "BUYER").
WHEREAS, Seller and Buyer entered into that certain Purchase
Agreement and Joint Escrow Instructions dated as of January 10, 1997,
relating to the acquisition of certain industrial properties located in the
City of Houston, State of Texas, as more particularly described therein
(the foregoing agreement, together with all prior modifications and
amendments thereto, is herein called the "PURCHASE AGREEMENT"); and
WHEREAS, Seller and Buyer desire to modify and amend the Purchase
Agreement in the manner hereafter set forth.
NOW, THEREFORE, for and in consideration of the foregoing, the mutual
promises hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
I. RECITALS. The foregoing recitals are incorporated into this
Amendment as if fully set forth herein.
II. PURCHASE PRICE. The Purchase Price provided for in the
Purchase Agreement is hereby reduced by $500,000, such that the term
"Purchase Price", from and after the date hereof, shall mean $16,350,000.
III. APPROVAL NOTICE. This Amendment constitutes the Approval
Notice under the Purchase Agreement and Buyer shall have no further right
to terminate the Purchase Agreement pursuant to the provisions of paragraph
4B thereof. Without limitation on the foregoing, Buyer acknowledges that
the Purchase Price has been adjusted after the completion, and is fully
reflective, of Buyer's due diligence reviews, examinations and inspections.
Nothing contained in this paragraph 3 shall modify or amend the provisions
of paragraph 4 below.
IV. ENVIRONMENTAL REVIEW.
A. Buyer has been, or hereafter shall be, permitted to
collect a groundwater sample from the existing monitoring well in the
northeast corner of the premises known as "Pine Forest #17" (designated
MW-1 in the Report of Law Engineering dated September, 1991), if such well
remains intact and capable of being properly sampled. The sample is to be
analyzed only for VOAs, TPH and Pesticides/Herbicides, using appropriate
analytical techniques and quality control procedures (as proposed by
Dames & Xxxxx in its letter dated February 11, 1997). Buyer shall conduct
such testing in accordance with, and subject to, the applicable provisions
of paragraph 4B respecting the conduct of any inspections, reviews or
examinations of the Property.
B. Notwithstanding anything to the contrary contained in the
Purchase Agreement, if Buyer shall determine, on or before March 5, 1997,
that Buyer elects not to purchase the Pine Forest property solely on the
basis of the results of such environmental reviews, then Buyer shall have
the right to exclude such premises from the sale hereunder and the Purchase
Price for the remaining Property shall be reduced by $4,220,000 (such that
the Purchase Price for the remaining Property shall be $12,130,000. Buyer
shall exercise such exclusion right, if at all, by giving written notice
thereof to Seller on or before March 5, 1997. The provisions set forth
herein supersede the provisions of paragraph 4E of the Purchase Agreement
(which provisions are hereby deleted in their entirety and are no longer of
any force or effect).
V. CLOSING DATE. The Closing Date is hereby extended to March 19,
1997.
VI. PERMITTED EXCEPTIONS. Attached hereto as Schedule "I" are the
Permitted Exceptions which have been approved by Buyer.
VII. CORRECTION MATTERS. The Purchase Agreement inadvertently
identified Carlyle XVII Managers, Inc. ("Managers") as the Corporate
General Partner of Seller's general partner. The actual Corporate General
Partner is JMB Realty Corporation. The references to Manager are hereby
deleted ab initio and JMB Realty Corporation, a Delaware corporation,
substituted in its place. In addition, the parties acknowledge that
Exhibit "C-2" was not previously finalized but, as more particularly
described in paragraph 4B above, such Exhibit "C-2" is no longer required
(and the failure to have finalized such Exhibit "C-2" shall not have any
effect on the validity of the Purchase Agreement).
VIII. TERMS. All terms capitalized in this Amendment and not
otherwise defined herein shall have the same meaning as set forth in the
Purchase Agreement.
IX. REAFFIRMATION. Except as expressly modified herein, all of the
terms and conditions of the Purchase Agreement shall remain unmodified and
in full force and effect, and are hereby reaffirmed and ratified in their
entirety.
X. COUNTERPARTS. This Amendment may be executed in one or more
counterparts, each of which shall have the force and effect of an original,
and all of which shall constitute but one document.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
under seal on the date set forth below.
SELLER:
JMB/WAREHOUSE ASSOCIATES LIMITED
PARTNERSHIP,
a Texas limited partnership
By: Carlyle Real Estate Limited
Partnership-XVII,
an Illinois limited partnership,
General Partner
By: JMB Realty Corporation,
a Delaware corporation,
Corporate General Partner
By: XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
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Title: Vice President
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BUYER:
OLYMPIA PROPERTIES L.L.C.,
a Washington limited liability company
By: Bartwood L.L.C.,
a Massachusetts limited
liability company
By:
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Name:
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Title:
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