EXHIBIT 10.2
FIRST AMENDMENT TO
MASTER INVESTMENT AGREEMENT
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This FIRST AMENDMENT TO MASTER INVESTMENT AGREEMENT dated as of
December 12, 1997 ("Amendment") is made and entered into by and among THE
▇▇▇▇▇▇▇ ENTITIES LISTED ON THE SIGNATURE PAGES HERETO, THE FLIP
SHAREHOLDERS LISTED ON THE SIGNATURE PAGES HERETO, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, PENN
SQUARE PROPERTIES, INC., a Pennsylvania corporation, ▇▇▇▇▇▇ BAY PARTNERS
II, L.P., a Delaware limited partnership, AMERICAN REAL ESTATE INVESTMENT,
L.P., a Delaware limited partnership and AMERICAN REAL ESTATE INVESTMENT
CORPORATION, a Maryland corporation.
RECITALS
A. The parties hereto are parties to that certain Master
Investment Agreement dated as of August 20, 1997 (the "Agreement"); and
B. The parties hereto desire to amend and restate certain
provisions of the Agreement as set forth below. Capitalized terms not
otherwise defined herein have the meanings set forth in the Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the material covenants and
agreements set forth herein and in the Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows.
1. AMENDMENT OF SECTION 5.10. Section 5.10 of the Agreement is
hereby amended and restated in its entirety to read as follows:
5.10 PROXY STATEMENT. The Company shall prepare (and the
parties hereto shall cooperate in the preparation of) and file with
the SEC as soon as reasonably practicable after the date of the
Agreement a proxy statement with respect to the meeting of the
stockholders of the Company in connection with the Transactions (as
amended or supplemented from time to time, the "PROXY STATEMENT").
The Company shall cause the Proxy Statement to comply as to form in
all material respects with the applicable provisions of the Exchange
Act. The Company shall, as promptly as practicable, provide copies of
any written comments received from the SEC with respect to the Proxy
Statement to the parties hereto and advise them of any verbal comments
with respect to the Proxy Statement received from the SEC. The
Company shall use its best efforts to obtain, prior to the mailing
date of the Proxy Statement, all necessary state securities law or
"blue sky" permits or approvals required to carry out the transactions
contemplated by this Agreement. The Company agrees that the Proxy
Statement at the time of mailing thereof and at the time of the
Company Stockholders' Meeting (as defined below), will not include an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading; PROVIDED, HOWEVER, that the foregoing shall not apply to
the extent that any such untrue statement of a material fact or
omission to state a material fact was made by the Company in reliance
upon and in conformity with written information concerning the
Investors hereto furnished to the Company by an Investor specifically
for use in the Proxy Statement. Each Investor agrees that the written
information concerning it provided by it for inclusion in the Proxy
Statement, at the time of mailing thereof and at the time of the
Company Stockholders' Meeting, will not include an untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. No
amendment or supplement to the Proxy Statement will be made by the
Company without the reasonable approval of the Investors.
2. AMENDMENT OF SECTION 7.01. Subsection (b) of Section 7.01
of the Agreement is hereby amended and restated in its entirety to read as
follows:
(b) [INTENTIONALLY LEFT BLANK]
3. AMENDMENT OF SECTION 10.01. The definition of "PROPERTIES"
contained in Subsection (a) of Section 10.01 of the Agreement is hereby
amended and restated in its entirety to read as follows:
"PROPERTIES" means (i) from August 20, 1997 to August 29, 1997,
the assets held through Virginia Street Associates Limited
Partnership, American Emerald Partners, L.P., American Quadrangles
Partners, L.P. or American Sedona Partners, L.P., including without
limitation the Americana Lakewood apartments, the Sedona apartments,
the Emerald Pointe apartments and the Quadrangles Village apartments;
(ii) from August 29, 1997 to September 26, 1997, the assets held
through Virginia Street Associates Limited Partnership, American
Emerald Partners, L.P. or American Quadrangles Partners, L.P.,
including without limitation the Americana Lakewood apartments, the
Emerald Pointe apartments and the Quadrangles Village apartments; and
(iii) from and after September 26, 1997, the assets held through
Virginia Street Associates Limited Partnership or American Quadrangles
Partners, L.P., including without limitation the Americana Lakewood
apartments and the Quadrangles Village apartments.
4. OTHER PROVISIONS. This Amendment shall be governed by and
construed in accordance with the Laws of the State of New York applicable
to a Contract executed and performed in such State without giving effect to
the conflicts of laws principles thereof. In all other respects, the
Agreement shall continue in full force and effect as amended hereby.
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IN WITNESS WHEREOF the parties hereto have executed this
Amendment on this 11th day of December, 1997.
AMERICAN REAL ESTATE INVESTMENT
CORPORATION
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______________________________
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President
AMERICAN REAL ESTATE INVESTMENT, L.P.
By: American Real Estate Investment Corporation,
its General Partner
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President
▇▇▇▇▇▇ BAY PARTNERS II, L.P.
By: ▇▇▇▇▇▇ Bay Partners, Inc., its General
Partner
By: /S/ ▇▇▇▇▇ ▇▇▇▇▇▇
_______________________________
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President
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/S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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PENN SQUARE PROPERTIES, INC.
By: /S/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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President
▇▇▇▇▇▇▇ ENTITIES:
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ BAY, L.P.
By: Urban Farms Shopping Center, Inc.,
its General Partner
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FAIR LAWN INDUSTRIAL PARK, INC.
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URBAN FARMS SHOPPING CENTER, INC.
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OAKLAND INDUSTRIAL PARK, INC.
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▇▇▇▇▇▇▇ PROPERTIES
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NEW JERSEY ASSOCIATES
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RAMAPO RIDGE ▇▇▇▇▇▇▇ OFFICE PARK
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FAIRLAWN INVESTMENTS, L.L.C.
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FLIP SHAREHOLDERS (but only for the purposes of
the agreements contained in Section 6.02):
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REVOCABLE TRUST, UID 4/22/96
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