EXHIBIT 10.9
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(Arvida-II)
ARVIDA/JMB PARTNERS, L.P.-II
a Delaware limited partnership
c/o JMB Realty
900 North Michigan Avenue
Chicago, Illinois 60611-1575
March 18, 1997
Starwood/Talega Associates, L.L.C.
a Delaware limited liability company
c/o Starwood Capital Group, L.L.C.
Three Pickwick Plaza
Suite 250
Greenwich, Connecticut 06830
Attention: Eugene Gorab
Re: Agreement for Purchase and Sale of Real Property and Escrow
Instructions by and between Arvida/JMB Partners, L.P.-II, a Delaware
limited partnership ("Seller") and Starwood/Talega Associates,
L.L.C., a Delaware limited liability company ("Buyer"),
dated October 25, 1996 (the "Agreement")
Ladies and Gentlemen:
Reference is made to the Agreement. All capitalized terms which are
used, but not defined herein, have the meanings ascribed to such terms in
the Agreement. For good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Buyer and Seller hereby agree
that the Agreement is hereby amended as follows, and all prior amendments
to the Agreement are hereby declared null and void and superseded hereby:
1. Section 2.04 of the Agreement is amended by deleting "Thirty-
Two Million and No/100 Dollars ($32,000,000.00)" and substituting in its
place "the sum of (a) Thirty-Two Million Three Hundred Eighty Thousand and
No/100 Dollars ($32,380,000.00), plus (b) Twenty Thousand and No/100
Dollars ($20,000.00) per day for each day from and including March 4, 1997
to, but excluding, the Closing Date."
2. Section 2.05(a) of the Agreement is amended by deleting the
text thereof in its entirety and substituting the following in its place:
Buyer has tendered the sum of One Million and
No/100 Dollars ($1,000,000.00) (the "Deposit") to First American Title
Insurance Company, 144 East 5th Street, Santa Ana, California 92701 (the
"Escrow Holder") for deposit in the escrow established pursuant to Section
4.01 of this Agreement, which Deposit shall be applied to the Purchase
Price.
3. Section 2.05(b) of the Agreement is amended by deleting the
text thereof in its entirety and substituting the following in its place:
"The balance of the Purchase Price will be paid on the Closing Date by wire
transfer to Escrow Holder for deposit in escrow"; and Section 2.05(c) is
deleted in its entirety.
4. Section 4.05 of the Agreement is amended by deleting the text
thereof in its entirety and inserting the following in its place: "The
consummation of the transactions contemplated by this Agreement will take
place at the office of Escrow Holder on the earlier to occur (the "Closing
Date") of (a) April 28, 1997, or (b) the date designated by Buyer by not
less than seven (7) days prior written notice to Seller."
5. Seller acknowledges that the condition to Seller's obligations
pursuant to the Agreement set forth in Section 2.02(a) thereof has been
satisfied subject only to performance by the District of its agreements
with Seller pursuant to the Compromise Settlement and Mutual Release
Agreement between Seller and the District, a copy of which is attached
hereto as Exhibit A; and the condition to Seller's obligations pursuant to
the Agreement set forth in Section 2.02(b) thereof has been satisfied.
6. Section 2.03(d) of the Agreement is amended by appending "after
March 4, 1997"; and Section 2.03(f) of the Agreement is deleted in its
entirety.
7. Sections 3.03, 3.04, 3.05 (except the last two sentences
thereof) and 3.06 of the Agreement are deleted in their entirety. Buyer
acknowledges that all conditions and obligations of Seller for which
provision is made in Article III of the Agreement have been performed and
satisfied, and Buyer waives and disclaims any right to terminate, or avoid
performance of Buyer's obligations pursuant to, the Agreement pursuant to
the provisions of said Article III.
8. Section 4.03 of the Agreement is amended by deleting the text
of such Section in its entirety and inserting the following in its place:
On the Closing Date, title to the Property is to be
in the condition evidenced by (a) the Title Company's Title Report No. OR-
9537163 (the "Approved Title Report"), a copy of which is attached hereto
as Exhibit B, and (b) the Survey prepared by Robert Bein, William Frost &
Associates under Job No. 28475, last certified February 14, 1997; and Buyer
agrees that conveyance of title to the Property by Seller to Buyer in the
condition evidenced by said Title Report and Survey will satisfy in full
Seller's obligations to Buyer with respect to title to the Property. On
the Closing Date, the Title Company shall deliver to Buyer an ALTA Extended
Coverage Policy of Title Insurance (the "Title Policy") in conformance with
the Approved Title Report. Seller shall pay for the cost of the Approved
Title Report and Title Policy.
9. Section 4.07 of the Agreement is amended by deleting the first
two sentences thereof and substituting the following in their place:
"Buyer shall deposit the Deposit with Escrow Holder in accordance with
Section 2.05(a), and on or prior to the Closing Date Buyer shall deposit
with Escrow Holder the balance of the Purchase Price due at Closing in
accordance with Section 2.05(b)."
10. The Agreement is amended by deleting the text of Sections
4.07(a) and 4.08(g) and inserting "INTENTIONALLY OMITTED" in the place of
each.
11. The first sentence of Section 6.05 of the Agreement is amended
by deleting "the first ____ Contracts" and substituting in its place "the
2nd through 8th Contracts."
12. Section 7.01 is amended by deleting "ON OR BEFORE THE
EXPIRATION OF THE DUE DILIGENCE PERIOD OR " and "FOLLOWING THE DUE
DILIGENCE PERIOD"; and all references in the Agreement to the "Due
Diligence Period" are deleted.
13. Contemporaneously with execution of this letter agreement,
Buyer will deposit in escrow with Escrow Holder a schedule setting forth
the name, address, telephone number and principal contact of each person or
entity (each, a "Buyer Prospect") with whom Buyer or its agents have
negotiated prior to execution hereof in connection with possible purchase
of or investment in the Property; and promptly after negotiation with each
additional Buyer Prospect by Buyer or its agents subsequent to execution of
this letter agreement Buyer will deliver to Escrow Holder, for deposit in
escrow, such information with respect to additional Buyer Prospect. In the
event that the Agreement fails to close on the Closing Date for any reason
other than a default by Seller, on the day next following the Closing Date
Escrow Holder is hereby irrevocably instructed to deliver to Seller all
information delivered into escrow by or on behalf of Buyer pursuant to this
paragraph 13, and Seller will be entitled, without liability or obligation
(including, without limitation, liability or obligation for brokerage,
finder's or referral fee) to Buyer or its agents, to contact, directly or
through Seller's agents, any and all Buyer Prospects with respect to
acquisition or financing of, investment in or any other matter related to
the Property.
14. Exhibit B is deleted in its entirety.
15. The "List of Exhibits and Schedules" attached hereto as Exhibit
C is substituted for the List of Exhibits and Schedules set forth on Page
31 of the Agreement, and the Exhibits and Schedules contained in Exhibit C
hereto constitute the Exhibits and Schedules to the Agreement.
16. The provisions of Section 8.02 of the Agreement are
incorporated herein by reference and applicable hereto as if set forth
herein in full.
17. Except as amended and modified hereby, the Agreement is
ratified and affirmed and remains in good standing and in full force and
effect.
Please acknowledge your consent to the foregoing amendments by
executing this letter in the space provided below and delivering the
executed counterpart to Stephen A. Lovelette at the Seller's address set
forth on or before 5:00 p.m., Central Standard Time, on March __, 1997.
ARVIDA/JMB PARTNERS, L.P.-II,
a Delaware limited partnership
By: Arvida/JMB Managers-II, Inc.,
a Delaware corporation,
its General Partner
By:
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Its:
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ACCEPTED and AGREED to this
_______ day of March, 1997
STARWOOD/TALEGA ASSOCIATES L.L.C.,
a Connecticut limited liability company
By: Starwood Opportunity Fund IV, L.P.,
a Delaware limited partnership
By: SOFI IV Management, L.L.C.,
a Connecticut limited liability company
By: Starwood Capital Group, L.L.C.,
a Connecticut limited liability company
By: Eugene A. Gorab
Its: Managing Director