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EXHIBIT 10.fff
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "AMENDMENT") is
made and entered into as of January 23, 1997, by and among OVERSEAS PARTNERS
CAPITAL CORP., a Delaware corporation ("BUYER"), CARLYLE REAL ESTATE LIMITED
PARTNERSHIP - XIII, an Illinois limited partnership ("CARLYLE"), URBAN
INVESTMENT AND DEVELOPMENT CO., an Illinois general partnership ("URBAN"), and
JMB REALTY CORPORATION, a Delaware corporation ("JMB").
RECITALS
WHEREAS, Buyer, Carlyle, Urban and JMB are parties to that certain
agreement (the "PURCHASE AGREEMENT") captioned "PURCHASE AND SALE AGREEMENT",
dated as of December 31, 1996.
WHEREAS, the parties desire to make certain amendments to the Purchase
Agreement.
NOW, THEREFORE the parties hereby amend the Purchase Agreement as follows:
Section 1. Definition of Purchase Price. The definition of "Purchase
Price" set forth in Section 1 of the Purchase Agreement is hereby modified
replaced with the following:
"PURCHASE PRICE" means the sum of Seventy One Million Nine Hundred Eighty
Nine Thousand One Hundred Sixty and 50/100 Dollars ($71,989,160.50).
Section 2. Acknowledgement. The parties hereby acknowledge and agree that
the amended definition of the Purchase Price provided for in Section 1 of this
Amendment reflects the adjustments required by Section 6D(3) of the Purchase
Agreement and certain other adjustments agreed upon by the parties, subject to
the last two sentences of Section 6D(4) of the Purchase Agreement. The Purchase
Price remains subject to the adjustments and prorations provided for in Section
6D of the Purchase Agreement (other than Section 6D(3) of the Purchase
Agreement), which are reflected on the Closing Statement executed by the parties
on the date hereof, but such adjustments and prorations remain subject to the
last two sentences of Section 6D(4) of the Purchase Agreement.
Section 3. LLC Agreement and Consulting Agreement. The forms of the LLC
Agreement and Consulting Agreement attached as Exhibits "B" and "D" to
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the Purchase Agreement, respectively, are hereby replaced with the forms of the
LLC Agreement and Consulting Agreement attached hereto.
Section 4. Entire Agreement. The Purchase Agreement as amended by this
Amendment constitutes the entire agreement between the parties regarding the
subject matter thereof.
Section 5. Counterparts. This Amendment may be executed in several
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same document.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
date first above written.
Buyer:
OVERSEAS PARTNERS CAPITAL CORP.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
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Title: President
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Carlyle:
CARLYLE REAL ESTATE LIMITED PARTNERSHIP - XIII,
an Illinois limited partnership
By: JMB REALTY CORPORATION,
a Delaware corporation
Its General Partner
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: SVP
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Urban:
URBAN INVESTMENT AND DEVELOPMENT CO.,
an Illinois general partnership
By: JMB REALTY CORPORATION,
a Delaware corporation
Its Managing General Partner
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: SVP
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JMB:
JMB REALTY CORPORATION,
a Delaware corporation
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
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Title: SVP
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20. Successors and Assigns. All provisions of this Agreement shall be
effective on the date hereof, and shall be binding upon and inure to the
benefit of the respective heirs, legal representatives, successors and assigns
of the parties hereto.
XXXXXX FUNDING CORPORATION
By: Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
XXXXXX FINANCING CORPORATION
By: /s/
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Name: /s/
Title: President
XXXXXX PLACE ASSOCIATES NOMINEE CORPORATION
By: Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President
THE AETNA CASUALTY AND SURETY COMPANY
By: Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
XXXXXX PLACE ASSOCIATES, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
By: JMB Realty Corporation, a Delaware corporation, Member
By: Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Senior Vice President
By: Overseas Partners Capital Corp., a Delaware corporation, Member
By: Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
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