EXHIBIT 2.3
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STARWOOD/TALEGA ASSOCIATES, L.L.C.,
a Delaware limited liability company
c/o Starwood Capital Group, L.L.C.
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December 9, 1996
Arvida/JMB Partners, L.P.-II,
a Delaware limited partnership
c/o JMB Realty
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Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Re: Agreement for Purchase and Sale of Real Property
and Escrow Instructions by and between Arvida/JMB Partners, L.P.-II, a
Delaware limited partnership ("Seller") and Starwood/ Talega Associates,
L.L.C., a Delaware Limited liability company ("Buyer"), dated October 25,
1996 ("Agreement").
Ladies and Gentlemen:
Reference is made to the Agreement. All capitalized terms which are
used, but not defined herein, shall have the meanings ascribed to such
terms in the Agreement. Pursuant to Section 3.06(a) of the Agreement,
Buyer hereby gives Seller written notice of its election to proceed with
the transaction contemplated by the Agreement conditioned upon Seller
agreeing to the following amendments to the Agreement:
1. Section 2.04 of the Agreement shall be amended by deleting
"Thirty-Three Million and No/100 Dollars ($33,000,000.00)" from such
section and inserting "Thirty-Two Million and No/100 Dollars
($32,000,000.00)" in its place.
2. Section 2.05(a) of the Agreement shall be amended by adding the
following at the end of such section: "On or before January 2, 1996, Buyer
shall deposit with Escrow Holder the additional sum of Two Hundred Fifty
Thousand and No/100 Dollars ($250,000.00), which sum shall thereafter be
included within the definition of "Deposit". On or before January 15,
1996, Buyer shall deposit with Escrow Holder the additional sum of Two
Hundred Fifty Thousand and No/100 Dollars ($250,000.00), which sum shall
thereafter be included within the definition of "Deposit".
3. Section 2.05(b) of the Agreement shall be amended by deleting
"Twenty-Six Million Five Hundred Thousand and No/100 Dollars
($26,500,000.00)" from such section and inserting "Thirty-One Million and
No/100 Dollars ($31,000,000.00)" in its place;
4. Section 2.05(c) of the Agreement shall be amended by deleting
such section in its entirety;
5. Section 4.05 of the Agreement shall be amended by deleting
"December 16, 1996" from such section and inserting "February 4, 1997" in
its place;
6. Section 2.06 of the Agreement is hereby amended by deleting
"Three Hundred Thirty Thousand and No/100 Dollars ($330,000.00) and One
Hundred Sixty-Five Thousand and No/100 Dollars ($165,000.00)" and inserting
"Three Hundred Twenty Thousand and No/100 Dollars ($320,000.00) and One
Hundred-Sixty Thousand and No/100 Dollars ($160,000.00)" in its place.
6. The Agreement shall be amended by deleting the text of Sections
4.07(a) and 4.08(g) and inserting "Intentionally Deleted" in each of their
places; and
7. The Agreement shall be amended by deleting Exhibit B in its
entirety. Except as otherwise provided herein, the terms and conditions of
the Agreement shall remain in full force and effect.
Please acknowledge your consent to the foregoing amendments by
executing this letter in the space provided below on or before 5:00 p.m.
(Chicago time) December 13, 1996. If we do not receive an executed copy of
this letter prior to such time, this notice shall no longer be effective
and the Agreement shall be deemed terminated pursuant to Section 3.06(b).
STARWOOD/TALEGA ASSOCIATES L.L.C.,
a Connecticut limited liability company
By: Starwood Opportunity Fund IV, L.P.,
a Delaware limited partnership
By: SOFI IV Management, L.L.C.,
a Connecticut limited
liability company
By: Starwood Capital Group, L.L.C.,
a Connecticut limited liability
company
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Its: Managing Director
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ACCEPTED and AGREED to this
13th day of December, 1997
ARVIDA/JMB PARTNERS, L.P.-II
a Delaware limited partnership
By: Arvida/JMB Managers-II, Inc.
a Delaware corporation, its
General Partner
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Its: Vice President
cc: Arvida Company, Attention: General Counsel
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H. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Jr., Esq.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
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