EXHIBIT 10.64
FIRST AMENDMENT TO LEASE TERMINATION AGREEMENT
THIS FIRST AMENDMENT TO LEASE TERMINATION AGREEMENT is made this
October 31, 2001, XXXXXXX COMPANIES INCOME PROPERTIES, L.P. I, a Delaware
limited partnership, with an address of: 000 Xxxxxxxxx Xxxxxx, Xxxxx, Xxxxx
Xxxxxxxx 00000 (hereinafter "Landlord" and "Xxxxxxx") and WAL-MART REAL ESTATE
BUSINESS TRUST, a Delaware business trust, with an address of 000 X. X. 0xx
Xx., Xxxxxxxxxxx, XX 00000-0000 (hereinafter "Tenant" and "Wal-Mart").
WITNESSETH:
WHEREAS, the Landlord and Tenant have entered into a Lease Termination
Agreement on October 15, 2001, (the "Lease Termination Agreement"), affecting
certain premises in the City of Greenville, State of South Carolina; and
WHEREAS, the parties are now desirous of making certain amendments,
changes and alterations to said Sublease to reflect accurately their intents
and wishes.
NOW, THEREFORE, that for Ten Dollars ($10.00) and other good and
valuable consideration, the sufficiency of which is hereby acknowledged, Seller
and Purchaser hereby agree that the Agreement shall be amended as follows:
1. Paragraph 1 shall be amended by deleting said paragraph in
its entirety and by inserting in its stead the following:
By final execution and delivery of this Agreement, Landlord and Tenant
are electing to terminate the Lease. The termination date shall be
effective on that date that First American Title Company ("Wal-Mart's
Escrow Agent") releases the Termination Fee, as defined in Paragraph 6
herein, to New York Life Insurance Company ("Landlord's Mortgagee")
(the "Termination Date"). The Termination Fee shall be released by
Wal-Mart's Escrow Agent upon the fulfillment of these conditions set
forth in that Escrow Instruction Letter attached hereto as Exhibit "C".
The Lease shall be terminated and canceled, if at all, on or before
November 1, 2001. In the event Termination Date does not occur on or
before November 1, 2001, then the Lease shall not be terminated and
this Agreement shall be null and void and of no force or effect.
2. Paragraph 6 shall be amended by deleting said paragraph in its
entirety and by inserting in its stead the following:
Wal-Mart shall pay to Landlord's Mortgagee the sum of one million two
hundred thousand and 00/100 dollars ($1,200,000.00) ("Termination Fee")
remitted in the form of federal wire transfer, as set forth in Section
1 herein. Landlord recognizes that this payment is consideration for
the termination and cancellation of the Lease and is full satisfaction
of any other obligations of Wal-Mart under the Lease.
This Agreement may be executed in one or more counterparts (including
by facsimile), all parties need not be signatories to the same documents, and
all counterpart-signed documents shall be deemed to be an original and one (1)
instrument. Counterpart signatures received through facsimile transmission
shall bind the party whose signature is so received as if such signature were
an original; notwithstanding the foregoing, originals will be exchanged.
Except as hereby modified and amended, all other terms, covenants, and
conditions of said Agreement shall continue and remain without change.
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[FIRST AMENDMENT TO LEASE TERMINATION AGREEMENT - GREENVILLE, SC]
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first herein above written.
TENANT:
ATTEST: WAL-MART REAL ESTATE
BUSINESS TRUST
a Delaware business trust
By: /s/ Xxxxxxx X. Xxxxxxxx By: /s/ J. Xxxxx Xxxxxx
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Xxxxxxx X. Xxxxxxxx J. Xxxxx Xxxxxx
Title: Assistant Secretary Title: Director of Building Development
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[FIRST AMENDMENT TO LEASE TERMINATION AGREEMENT - GREENVILLE, SC]
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first herein above written.
LANDLORD:
XXXXXXX COMPANIES INCOME
WITNESS OR ATTEST: PROPERTIES, L.P.I
a Delaware limited partnership
/s/ Xxxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxx
----------------------------------- -----------------------------
Print Name: Xxxxxxx X. Xxxx Print Name: Xxxxx X. Xxxx
----------------------- ---------------------
Title: Authorized Agent
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[FIRST AMENDMENT TO LEASE TERMINATION AGREEMENT - GREENVILLE, SC]
Landlord's Mortgagee signs hereunder as acknowledgement of and consent
to the terms and conditions set forth in that Lease Termination Agreement and
this First Amendment to Lease Termination Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement the day
and year first herein above written.
LANDLORD'S MORTGAGE:
NEW YORK LIFE
WITNESS OR ATTEST: INSURANCE COMPANY
a New York mutual insurance company
/s/ Xxxx X. Xxxxxxxxxx By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------- ------------------------------
Print Name: Xxxx X. Xxxxxxxxxx Print Name: Xxxxxxx X. Xxxxxxxxx
----------------------- ----------------------
Title: Real Estate Vice President
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