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Document Preview Agreement for Purchase and Sale [Amendment No. 3] |
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Title: |
Agreement for Purchase and Sale [Amendment No. 3] |
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Entities: |
Bed Bath & Beyond Inc.; CEC Entertainment, Inc.; CEC Entertainment, Inc.; Inland Western Retail Real Estate Trust Inc.; Office Depot, Inc.; RARE Hospitality International Inc.; RARE Hospitality International, Inc.; Ross Stores, Inc.; Target Corp.; Sutherland Asbill & Brennan |
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Date: |
2004 |
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Size: |
Preview shows 22KB of 165KB total |
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Price: |
$64 |
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ID: |
#250447 |
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THIRD AMENDMENT TO
AGREEMENT FOR PURCHASE AND SALE
THIS THIRD AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this "Third
Amendment") is made and entered into as of the 26th day of April, 2004, by and
between SEMBLER FAMILY PARTNERSHIP #26, LTD., a Florida limited partnership
("Seller"), and INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation
("Purchaser").
RECITALS:
A. Seller and Purchaser previously entered into that certain Agreement
for Purchase and Sale dated as of April 12, 2004 (the "Original Agreement"), as
amended by that certain First Amendment to Agreement for Purchase and Sale dated
as of April 19, 2004 (the "First Amendment"), and as further amended by that
certain Second Amendment to Agreement for Purchase and Sale dated as of April
23, 2004 (the "Second Amendment"; and together with the Original Agreement and
the First Amendment, the "Agreement") with respect to certain real property and
all improvements thereon commonly known as North Rivers Shopping Center,
Charleston, South Carolina, and more particularly described in the Agreement.
B. Seller and Purchaser desire to amend the Agreement as more
particularly set forth herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, and other good and valuable consideration, Seller and
Purchaser hereby amend the Agreement and agree as follows:
1. INCORPORATION OF RECITALS; DEFINED TERMS. The foregoing Recitals
are, by this reference, incorporated into the text of this Third Amendment as
if fully set forth herein. Initially capitalized terms used but not defined in
this Third Amendment, but defined in the Agreement, shall have the meanings
given to them in the Agreement.
2. INSPECTION PERIOD. Pursuant to Section 5 of the Original Agreement,
as amended by the First Amendment and the Second Amendment, the Inspection
Period is scheduled to expire on April 26, 2004. Seller and Purchaser hereby
agree that the date upon which the Inspection Period shall expire is hereby
extended from April 26, 2004 until April 27, 2004.
3. CLOSING. Pursuant to Section 11.1 of the Agreement (as amended by
the First Amendment and the Second Amendment), the Closing is scheduled to occur
no later than April 26, 2004. Seller and Purchaser hereby agree that, subject to
satisfaction of all conditions to closing contained in the Agreement (as amended
by the Second Amendment and this Third Amendment), the Closing shall occur on
April 27, 2004, and, accordingly, the Closing Date is hereby extended from April
26, 2004 to April 27, 2004.
4. COUNTERPARTS; FACSIMILE SIGNATURES. This Third Amendment may be
executed (a) in any number of counterparts, each of which shall be an original,
and each such counterpart shall constitute but one and the same agreement and
(b) by facsimile which shall be considered and constitute an original, executed
and delivered agreement.
5. MISCELLANEOUS. Except to the extent amended, and modified herein,
the Agreement is hereby ratified and confirmed and shall remain in full force
and effect as originally
1
{Page}
written. From and after the date of this Third Amendment, this Third Amendment
shall be deemed to be a part of the Agreement.
[SIGNATURES ON FOLLOWING PAGE]
2
{Page}
IN WITNESS WHEREOF, Seller and Purchaser have hereunto set their hands and
seals as of the day and year first above written.
PURCHASER:
INLAND REAL ESTATE ACQUISITIONS,
INC., an Illinois corporation
By: /s/ Michael J. Morau
---------------------------------
Name: Michael J. Morau
--------------------------
Its: Authorized Agent
--------------------------
SELLER:
SEMBLER FAMILY PARTNERSHIP #26,
LTD., a Florida limited partnership
By: SEMBLER RETAIL, INC., its Sole General
Partner
By:
------------------------------
Name:
----------------------
Its:
----------------------
3
{Page}
IN WITNESS WHEREOF, Seller and Purchaser have hereunto set their hands and
seals as of the day and year first above written.
PURCHASER:
INLAND REAL ESTATE ACQUISITIONS,
INC., an Illinois corporation
By:
----------------------------------
Name:
--------------------------
Its:
--------------------------
SELLER
SEMBLER FAMILY PARTNERSHIP #26,
LTD., a Florida limited partnership
BY: SEMBLER RETAIL, INC., its Sole General
Partner
By: /s/ Gregory S. Sembler
------------------------------
Name: GREGORY S. SEMBLER
----------------------
Its: Sr. Vice President
----------------------
3
{Page}
SECOND AMENDMENT TO
AGREEMENT FOR PURCHASER AND SALE
THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this "Second
Amendment") is made and entered into as of the 23rd day of April, 2004, by and
between SEMBLER FAMILY PARTNERSHIP #26, LTD., a Florida limited partnership
("Seller"), and INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation
("Purchaser").
RECITALS:
A. Seller and Purchaser previously entered into that certain Agreement
for Purchase and Sale dated as of April 12, 2004 (the "Original Agreement"), as
amended by that certain First Amendment to Agreement for Purchase and Sale dated
as of April 19, 2004 (the "First Amendment"; and together with the Original
Agreement, the "Agreement") with respect to certain real property and all
improvements thereon commonly known as North Rivers Shopping Center, Charleston,
South Carolina, and more particularly described in the Agreement.
B. Seller and Purchaser desire to amend the Agreement as more
particularly set forth herein.
NOW, THEREFORE, for and in consideration of the mutual covenants and
promises herein contained, and other good and valuable consideration, Seller and
Purchaser hereby amend the Agreement and agree as follows:
1. INCORPORATION OF RECITALS; DEFINED TERMS. The foregoing Recitals
are, by this reference, incorporated, into the text of this Second Amendment as
if fully set forth herein. Initially capitalized terms used but not defined in
this Second Amendment, but defined in the Agreement, shall have the meanings
given to them in the Agreement.
2. INSPECTION PERIOD. Pursuant to Section 5 of the Original Agreement,
as amended by the First Amendment, the Inspection Period is scheduled to expire
on April 23, 2004. Seller and Purchaser hereby agree that the date upon which
the Inspection Period shall expire is hereby extended from April 23, 2004 until
April 26, 2004.
3. CLOSING. Pursuant to Section 11.1 of the Agreement (as amended by
the First Amendment), the Closing is scheduled to occur no later than April 23,
2004. Seller and Purchaser hereby agree that, subject to satisfaction of all
conditions to closing contained in the Agreement (as amended by this Second
Amendment), the Closing shall occur on April 26, 2004, and, accordingly, the
Closing Date is hereby extended from April 23, 2004 to April 26, 2004.
4. COUNTERPARTS; FACSIMILE SIGNATURES. This Second Amendment may be
executed (a) in any number of counterparts, each of which shall be an original,
and each such counterpart shall constitute but one and the same agreement and
(b) by facsimile which shall be considered and constitute an original, executed
and delivered agreement.
5. MISCELLANEOUS. Except to the extent amended and modified herein, the
Agreement is hereby ratified and confirmed and shall remain in full force and
effect as originally written. From and after the date of this Second Amendment,
this Second Amendment shall be deemed to be a part of the Agreement.
[SIGNATURES ON FOLLOWING PAGE]
NORTHRIVERS-SECOND AMENDMENT TO CONTRACT
{Page}
IN WITNESS WHEREOF, Seller and Purchaser have hereunto set their hands and
seals as of the day and year first above written.
PURCHASER:
INLAND REAL ESTATE ACQUISITIONS,
INC, an Illinois corporation
By: [ILLEGIBLE]
----------------------------------
Name:
--------------------------
Its: SR. VP
--------------------------
SELLER:
SEMBLER FAMILY PARTNERSHIP #26,
LTD., A Florida limited partnership
By: SEMBLER RETAIL, INC., its Sole General
Partner
By:
------------------------------
Name:
----------------------
Its:
----------------------
NORTHRIVERS-SECOND AMENDMENT TO CONTRACT
{Page}
IN WITNESS WHEREOF, Seller and Purchaser have hereunto set their hands and
seals as of the day and year first above written.
PURCHASER:
INLAND REAL ESTATE ACQUISITIONS,
INC., an Illinois corporation
By:
----------------------------------
Name:
--------------------------
Its:
--------------------------
SELLER:
SEMBLER FAMILY PARTNERSHIP #26,
LTD., a Florida limited partnership
BY: SEMBLER RETAIL, INC., its Sole General
Partner
By: /s/ Gregory S. Sembler
------------------------------
Name: Gregory S. Sembler
----------------------
Its: Sr. Vice President
----------------------
3
{Page}
AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT, made and entered into as of this 12th of April,
2004 (this "AGREEMENT"), by and between SEMBLER FAMILY PARTNERSHIP #26, LTD., a
Florida limited partnership (the "SELLER") and INLAND REAL ESTATE ACQUISITIONS,
INC., an Illinois corporation, or its nominee ("PURCHASER").
W I T N E S S E T H:
In consideration of the mutual covenants contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
Section 1. PURCHASE AND SALE AGREEMENT.
Subject to the terms and provisions hereof, Seller agrees to sell
to Purchaser, and Purchaser agrees to purchase, the following:
1.1 Those certain parcels of land located at 7250 Rivers
Avenue, in the City of North Charleston, Charleston County, South Carolina, as
more particularly described in EXHIBIT A attached hereto (the "LAND"), together
with all rights, privileges, members, licenses, and easements appurtenant to the
Land (the "PROPERTY"); (ii) the buildings and other retail premises containing
approximately 141,167 square feet in the shopping center known as "North Rivers
Town Center", landscaping and other improvements located within or on the Land
(the "IMPROVEMENTS") and all fixtures attached to the Improvements or located on
the Land that are now or hereafter owned by Seller; (iii) all personal property,
inventory, supplies and rights of Seller, if any, used exclusively in the
maintenance or operation of the Property; (iv) all right, title and interest of
Seller, as "landlord" or "lessor," in and to each lease of land and space within
the Improvements (the "LEASES") and any guaranties and/or warranties associated
with the Improvements (the "GUARANTIES"); and (v) all privileges, remedies,
licenses, and appurtenances to the foregoing, now or hereafter existing and all
other property, right, title or interest, tangible or intangible, personal or
real, or otherwise owned by Seller which is located on the Land or within the
Improvements. The Land and Improvements are depicted on the site plan attached
hereto as EXHIBIT A-1. Expressly excluded from this Agreement and the purchase
and sale hereunder are Outparcel A, ground leased to GMRI, Inc. (Smokey Bones),
Outparcel D, ground leased to Rare Hospitality International, Inc. (Longhorn),
Outparcel F, owned in fee by CEC Entertainment, Inc. (Chuck E Cheese), and the
Target Building, owned in fee by the Target Corporation (Target) (collectively,
the "Excluded Outparcels").
Section 2. EFFECTIVE DATE.
For all purposes herein, the "EFFECTIVE DATE" shall be the date
of execution of this Agreement by Purchaser or Seller, whichever party is the
last to sign, as evidenced by the dates next to each party's signature.
{Page}
Section 3. EARNEST MONEY/ESCROW AGREEMENT.
3.1 INITIAL EARNEST MONEY. Contemporaneously with the
execution of this contract, Purchaser has deposited with Chicago Title Insurance
Company, whose address is 171 N. Clark Street, Chicago, Illinois, Attn: Nancy
Castro (the "ESCROW AGENT") the sum of ONE HUNDRED THOUSAND AND NO/100 DOLLARS
($100,000.00) (the "EARNEST MONEY"). Except to the extent expressly provided to
the contrary in this Agreement, upon the expiration of the Inspection Period,
the Earnest Money shall be deemed "at risk" and non-refundable to Purchaser, but
shall be paid to Seller and credited against the Purchase Price at Closing.
3.2 NATURE OF EARNEST MONEY. All deposits made pursuant hereto
and deposited with Escrow Agent shall constitute the Earnest Money and shall be
held, invested, and disbursed pursuant to the respective terms and provisions
hereof. All interest and other income accrued on the Earnest Money shall be the
property of Purchaser.
3.3 EARNEST MONEY DISBURSEMENTS.
3.3.1 The Earnest Money may be held in an interest
bearing account as Purchaser shall direct by instructions to the Escrow Agent.
None of the interest accruing on the Earnest Money, if any, prior to closing
shall be added to the Earnest Money (the Federal Tax Identification number of
Purchaser is 36-3614035 and of Seller is 01-0583391). The Earnest Money shall be
held, and disbursed, by the Escrow Agent in accordance with the terms of this
Agreement. Unless otherwise herein provided, the Earnest Money shall be applied
to the payment of the Purchase Price at the time of "Closing" (as hereinafter
defined).
3.3.2 The Escrow Agent is acting as a stakeholder only
with respect to the Earnest Money. If there is any dispute as to whether the
Escrow Agent is obligated to deliver the Earnest Money or as to whom the Earnest
Money is to be delivered, the Escrow Agent may refuse to make any delivery, and
may continue to hold the Earnest Money until receipt of an authorization in
writing, signed by both Seller and Purchaser, directing the delivery of the
Earnest Money, or, in the absence of authorization, the Escrow Agent may hold
the Earnest Money until a final determination of the rights of the parties in an
appropriate judicial proceeding. If such written authorization is not given or a
proceeding for such determination is not begun within thirty (30) days of the
last day for the date of the Closing hereunder, the Escrow Agent may bring an
appropriate action or proceeding for leave to deposit the Earnest Money in a
court of competent jurisdiction pending such determination. The Escrow Agent
shall be reimbursed for all costs and expenses of such action or proceeding,
including, without limitation, reasonable attorneys' fees and disbursements, by
the party determined not to be entitled to the Earnest Money. Upon delivery of
the Earnest Money in the manner herein provided, the Escrow Agent shall have no
further liability or obligation hereunder.
Section 4 PURCHASE PRICE.
4.1 PURCHASE PRICE.
4.1.1 The purchase price for the Property shall be
TWENTY MILLION ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($20,100,000.00) (the
"PURCHASE PRICE").
2
{Page}
4.1.2 At Closing, Purchaser shall pay the Purchase
Price to Seller, subject to such credits, adjustments and prorations as are
provided for herein, by Federal Funds wire transfer or other immediately
available funds.
4.2 PRORATIONS.
4.2.1. The following shall be apportioned with respect
to the Property as of 12:01 a.m. on the day of Closing (the "PRORATION DATA"),
as if Purchaser were vested with title to the Property during the entire day
upon which Closing occurs:
(a) rents, pursuant to the terms of all
tenant leases (the term "rents" as used in this Agreement includes all payments
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