EXHIBIT 10.3
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August 8, 0000
Xxxxxx Xxxx Associates
JMB Realty Corporation
000 Xxxxx Xxxxxxxx Xxxxxx
Xxxxxxx, Xxx 00000
Attention: Mr. Xxxxx Xxxxxxx
Re: Xxxxxx Xxxx Xxxxxx Xxxxxxxx
Xxxxxx, Xxxxx
Ladies and Gentlemen:
Reference is made to that certain Purchase Agreement dated effective
as of July 7, 1997 between Xxxxxx Xxxx Associates ("Seller") and Cottonwood
Realty Services, L.L.C. ("Buyer"), as amended by that certain First
Amendment dated effective as of August 6, 1997, between Seller and Buyer
(collectively, the "Purchase Agreement"), respecting the purchase and sale
of the above premises. Except as otherwise specifically set forth in this
letter agreement, each term which is used in a defined manner herein (and
the initial letter of which is capitalized) shall have the meaning set
forth for such term in the Purchase Agreement.
Buyer has completed its due diligence reviews but has requested an
extension of the Due Diligence Period for the sole purpose of obtaining
financing commitments for its acquisition of the Property, and Seller is
agreeable to an extension for such purpose, on the terms hereinafter set
forth.
In that connection, in consideration of the premises, the mutual
undertakings of the parties and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Seller and
Buyer hereby agree as follows:
1. APPROVAL OF DUE DILIGENCE REVIEWS. Buyer has completed,
and approved the results of, its due diligence examinations, reviews and
inspections of all matters pertaining to the purchase of the Property,
including all leases, service contracts, survey and title matters, and all
physical, environmental and compliance matters and conditions respecting
the Property.
2. FINANCING MATTERS. Notwithstanding the foregoing, Buyer
has not yet obtained a financing commitment satisfactory to Buyer. In that
connection, the Due Diligence Period is hereby extended until 5:00 p.m.
(Central Time) on Tuesday, August 12, 1997 SOLELY for the purpose of giving
Buyer additional time to obtain such financing commitment. Buyer shall
diligently and in good faith continue to pursue such financing commitment
during such extension period.
Except as expressly modified in this letter agreement the
Purchase Agreement is unmodified and remains in full force and effect.
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This letter agreement may be executed in any number of
identical counterparts. If so executed, then each of such counterparts is
deemed to be an original and all such counterparts shall, collectively,
constitute one agreement. The parties hereto agree that facsimile copies
of signatures shall be acceptable and shall be deemed original signatures
(provided, however, each party will send the other an executed counterpart
original if requested).
Please indicate your consent to the foregoing by signing where
noted below.
COTTONWOOD REALTY SERVICES, L.L.C.,
a Texas limited liability company,
By:
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Name:
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Title:
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AGREED TO AS OF THIS
8th DAY OF AUGUST, 1997
XXXXXX LAND ASSOCIATES,
a Texas general partnership
By: CARLYLE REAL ESTATE LIMITED PARTNERSHIP-XIII,
an Illinois limited partnership,
its general partner
By: JMB REALTY CORPORATION,
a Delaware corporation,
its general partner
By:
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Name:
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Title:
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