EXHIBIT 10.3
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(Carlyle-XV)
SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE (this "AMENDMENT")
made as of the 20th day of October, 1999, by and between Progress Partners,
a New York general partnership ("SELLER") and Paramount Group, Inc., a
Delaware corporation ("PARAMOUNT") and 000 Xxxxx Xxxxxx, L.P., a New York
limited partnership ("Assignee").
Reference is made to that certain Agreement of Purchase and Sale made
as of the 27th day of July, 1999, by and between Seller, as seller, and
Paramount, as buyer, as amended by Seller and Paramount pursuant to that
certain Amendment to Agreement of Purchase and Sale made as of the 17th day
of September, 1999 (collectively, as so amended, the "AGREEMENT").
Paramount and Assignee have entered into that certain Assignment and
Assumption of Purchase and Sale Agreement dated as of October 15, 1999
("Assignment"), pursuant to which Paramount has assigned and Assignee has
assumed the rights and obligations of Paramount in accordance with the
terms of said instrument. All capitalized terms used herein and not
otherwise defined shall have the respective meanings ascribed to such terms
in the Agreement.
For Ten Dollars ($10.00) and other good and valuable consideration,
the receipt and sufficiency of which is hereby mutually acknowledged, the
parties hereby agree to amend the Agreement as follows:
1. The parties agree, pursuant to clause (b) of Section 4.1 of the
Agreement, that the Closing Date shall be November 2, 1999. The parties
also agree to meet at the offices of Xxxxxxx Xxxx & Xxxxxxxxx to attend to
pre-closing matters on the business day immediately preceding the Closing
Date.
2. Paramount and Assignee acknowledge that they have heretofore
exercised whatever adjournment rights are available to them under Section
4.1 of the Agreement and that they have no other adjournment rights under
such Section 4.1. Nothing herein shall be construed as an exercise of, or
waiver or limitation of, Seller's rights to adjourn pursuant to Section 4.1
or any other section of the Agreement, or of Buyer's rights, if any, to
adjourn under any section of the Agreement other than Section 4.1.
3. If, and only if, the Closing Date occurs on November 2, 1999,
the parties agree that the items in Section 5.1 shall be apportioned as of
11.59 p.m. on October 31, 1999 and that in lieu of the prorations
attributable to November 1, 1999, Paramount and the Assignee shall be
obligated to pay Thirty Five Thousand Dollars ($35,000) to Seller on the
Closing Date. If the Closing Date occurs after November 2, 1999, the items
in Section 5.1 shall be apportioned as originally provided in such
Section 5.1.
Except as expressly modified hereby, the Agreement remains in full
force and effect. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which,
taken together, shall constitute a single instrument. Transmission of an
executed copy of this Agreement by facsimile machine shall have the same
legal effect as delivery of the executed original copy.
Nothing herein shall be construed as an admission by Seller that the
Assignment is permitted by the Agreement or a waiver of any rights or
remedies if it is not.
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IN WITNESS WHEREOF, Seller and Buyer have duly executed this
Amendment as of the day and year first above written.
SELLER: ASSIGNEE:
PROGRESS PARTNERS, a New York 000 XXXXX XXXXXX, L.P.,
general partnership a New York limited
partnership
By: 000 0XX XXXXXX ASSOCIATES,
A General Partner By: 900 Third GP, LLC,
general partner
By: Carlyle Real Estate Limited By:_________________
Partnership - XIV, a General Partner Name:_______________
Title: President
By: JMB Realty Corporation
the Corporate General Partner
By: /s/ Xxxxxx Xxxxx Xxxxxxx
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Name: Xxxxxx Xxxxx Xxxxxxx
Title: Senior Vice President
By: Carlyle Real Estate Limited
Partnership - XV, a General Partner
By: JMB Realty Corporation,
the Corporate General Partner
By: /s/ Xxxxxx Xxxxx Xxxxxxx
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Name: Xxxxxx Xxxxx Xxxxxxx
Title: Senior Vice President
BUYER:
PARAMOUNT GROUP, INC.
a Delaware Corporation
By: ______________________
Name:_________________
Title: President
