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EXHIBIT 10.24
ADDENDUM TO PURCHASE AGREEMENT
This ADDENDUM TO PURCHASE AGREEMENT (the "Addendum") made as of this
____ day of June, 1994, by and between NORGATE SHOPS CORP. ("Purchaser") and
NORGATE PLAZA LIMITED PARTNERSHIP, an Indiana limited partnership ("Seller"),
WITNESSETH THAT:
WHEREAS, Purchaser and Seller entered into a certain Purchase
Agreement of even date herewith (the "Purchase Agreement") for certain property
located at 7435 North Keystone Avenue, Indianapolis, Indiana (the "Property");
and
WHEREAS, the parties hereto desire to include certain additional terms
and conditions in the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein and for other good and valuable consideration, the receipt and legal
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. All personal property, if any, owned by Seller and used in
connection with the operation of the Property shall be included in the sale of
the Property.
2. Seller agrees to provide, at the request of Purchaser, a
notice letter to each of the tenants identified in Exhibit A attached hereto
and by reference made a part hereof, which letter shall indicate that: (a) the
Property has been sold to Purchaser, and (b) that all leases have been assigned
to Purchaser as of the date of closing.
3. Seller agrees to cooperate with Purchaser in obtaining any
books, records, operating reports, plans and specifications, engineering
studies or reports relating to the Property so long as any request for such
cooperation does not result in any expense to Seller.
4. Seller and Purchaser acknowledge that a certain lease by and
between Seller, as lessor, and Young Pyo Choi and R.D. Management, as lessee,
dated December 3, 1992 provides that a security deposit in the amount of One
Thousand Five Hundred Sixty-two and 50/100 Dollars ($1,562.50) was to be paid
to Seller upon execution of such lease. Seller and Purchaser agree that within
five (5) business days of the closing of the transaction contemplated by the
Purchase Agreement, Seller shall deposit the sum of One Thousand Five Hundred
Sixty-Two Dollars and 50/100 ($1,562.50) (the "Escrow Deposit") with Wooden
McLaughlin & Sterner, to be held in trust and disbursed in accordance with the
terms of this paragraph 4. In the event that at any time prior to the date that
is sixty (60) days after the date of closing,
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Purchaser provides a copy of a cancelled check evidencing the security deposit
was paid to and negotiated by R.D. Management, Seller or Trammell Crow, the
Escrow Deposit shall be disbursed to RPS. In the event that RPS has not
provided such evidence to Seller within sixty (60) days of the closing date,
the Escrow Deposit shall be returned to Seller.
5. Seller shall deliver to Purchaser within five (5) business
days of execution of this Addendum (i) an executed Vendor's Affidavit in the
form attached hereto as Exhibit "B" (which form shall be substituted for the
form of Vendor's Affidavit attached to the Purchase Agreement as Exhibit "B")
and (ii) an executed Assignment of Lessor's Interest in Leases in the form
attached hereto as Exhibit "C".
6. Upon receipt of the documents described in paragraph 6 hereof
and the documents required under the Purchase Agreement to be delivered
simultaneously therewith, Purchaser shall deliver the Purchase Price to Seller.
7. This Addendum is to be construed as supplementary to the
Purchase Agreement. Except to the extent expressly modified herein, the terms,
conditions and provisions of the Purchase Agreement remain in full force and
effect.
NORGATE SHOPS CORP.
By:
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NORGATE PLAZA LIMITED
PARTNERSHIP, an Indiana
limited partnership
By:
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Norgate Plaza, Inc.
Its General Partner
By:
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Richard J. Langlais,
President
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[NORGATE PLAZA LIMITED PARTNERSHIP LETTERHEAD]
, 1994
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Re: Norgate Plaza Shopping Center (the "Property")
Sir or Madam:
You are hereby notified that the Property has been sold to Norgate
Shops Corp. effective immediately. All of the undersigned's interest as
"Lessor" under your lease has been assigned to Norgate Shops Corp.
Very truly yours,
NORGATE PLAZA LIMITED PARTNERSHIP,
an Indiana limited partnership
By:
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Norgate Plaza, Inc.
Its General Partner
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EXHIBIT "A" TO ASSIGNMENT OF
LESSOR'S INTEREST IN LEASES
1. Lease dated September 18, 1987 between Norgate Plaza
Limited Partnership, as Lessor, and Giovanni Grillo, as Lessee.
2. Lease dated February 9, 1990 between Norgate Plaza
Limited Partnership, as Lessor, and Hook-SuperX, Inc. as Lessee.
3. Lease dated October 1, 1985 between Patrician Equities
Corp., as Lessor, and J&J, Inc. d/b/a United Consumers Club of
Indianapolis, as Lessee.
4. Lease dated June 1, 1990 between Norgate Plaza Limited
Partnership, as Lessor, and Bangkok Grocery and Restaurant, Inc.,
as Lessee.
5. Lease dated December 3, 1992 between Norgate Plaza Limited
Partnership, as Lessor, and RD Management Corp. and Young Pyo Choi, as Lessee.
6. Lease dated January 29, 1970 between Norgate Associates, as
Lessor, and Loew's Theatre & Realty Corporation, as Lessee.
7. Lease dated December 2, 1985 between Patrician Equities Corp.,
as Lessor, and Frank's Nursery & Crafts, Inc., as Lessee.
8. Lease dated September 21, 1984 between Norgate
Associates, as Lessor, and Kohl's Oakland, Inc., as Lessee.
9. Lease dated August 24, 1983 between Norgate Associates, as
Lessor, and K-Mart Corporation, as Lessee, which lease was subsequently
assigned by K-Mart Corporation to Consolidated Stores Corp. d/b/a Odd-Lots by
Assignment dated October 21, 1986.
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10. Lease dated May 13, 1988 between Patrician Equities, Corp., as
Lessor, and McDonalds Corporation, as Lessee.
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VENDOR'S AFFIDAVIT
STATE OF MINNESOTA )
) SS:
COUNTY OF DAKOTA )
Richard J. Langlais, as President of Norgate Plaza, Inc., the General
Partner of Norgate Plaza Limited Partnership, being first duly sworn, states
that Norgate Plaza Limited Partnership (hereinafter referred to, jointly and
severally, as "Vendor") is this day conveying to NORGATE SHOPS CORP.
(hereinafter referred to as "Purchaser"), by quitclaim deed the following
described Real Estate located in Marion County, Indiana:
See Exhibit "A" attached hereto
and commonly known as the Norgate Plaza Shopping Center (hereinafter referred
to as the "Real Estate").
In connection with the sale of the Real Estate, Purchaser has obtained
a commitment for an owner's policy of title insurance for the Real Estate under
date of February 23, 1994, issued by Chicago Title Insurance Company as number
225-272CE.
Vendor has not executed, or permitted anyone in Vendor's behalf to
execute, any conveyance, mortgage, lien, lease, security agreement, financing
statement or encumbrance of or upon the Real Estate or any fixtures attached
thereto, except as states above, which is now outstanding or enforceable
against the Real Estate. Vendor has made no contract to sell all or part of the
Real Estate to any person other than the Purchaser, and
Exhibit B
B-1
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Vendor has not given to any person an option to purchase all or part of the
Real Estate, which is enforceable or exercisable now or at any time in the
future.
There is no judgment of any court of the State of Indiana or of any
court of the United States that is or may become a lien on the Real Estate. No
petition for bankruptcy has been filed by or against Vendor within the last six
months, nor is any petition now pending with respect to Vendor for bankruptcy,
insolvency or incompetency. Vendor is neither principal nor surety on any bond
payable to the State of Indiana.
Vendor is not acting directly or indirectly, in any capacity
whatsoever for any foreign country or national thereof, and Vendor is a
partnership duly organized under the laws of the State of Indiana and the
persons or entity executing this affidavit and the deed on behalf of Vendor
have been fully empowered pursuant to the provisions of the Vendor's
partnership agreement to execute and deliver this affidavit and the deed; and
Vendor has full partnership capacity to convey the Real Estate described herein
and all necessary partnership action for the making of such conveyance has been
taken and done.
Vendor intends that each of the statements made herein shall be
construed as a representation; each of the representations is made for the
purpose of inducing Purchaser to purchase the Real Estate; and each of the
representations, whether construed jointly or severally, is true. Vendor
expressly authorizes
Exhibit B
B-2
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Purchaser and all of the persons to rely on such representations, but,
notwithstanding anything contained herein to the contrary, such representations
are made only to the extent of the actual knowledge of Richard J. Langlais
without independent investigation or inquiry and without personal liability
therefor and is further limited to matters which occurred during the period of
time from and after June 11, 1992 up to and including October 29, 1993.
NORGATE PLAZA LIMITED PARTNERSHIP
By Norgate Plaza, Inc.,
Its General Partner
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Signature
Richard J. Langlais, Its President
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Printed
Subscribed and sworn to before me a Notary Public within and
for said County and State, this _____ day of _____________, 1994.
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My Commission Expires: , Notary Public
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Resident of County
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This instrument was prepared by ANCEL & DUNLAP, Timothy L. Black, Attorney at
Law, 151 North Delaware, 1770 Market Square Center, Indianapolis, Indiana
46204.
Exhibit B
B-3
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ASSIGNMENT OF LESSOR'S
INTEREST IN LEASES
FOR VALUE RECEIVED, NORGATE PLAZA LIMITED PARTNERSHIP, an Indiana
limited partnership ("Assignor"), hereby assigns to Norgate Shops Corp.
("Assignee"), all of its right, title and interest in, to and under the Leases
listed in Exhibit "A" attached hereto and by reference made a part hereof
("Leases").
Assignor hereby represents and warrants that it has made no conveyance
or encumbrances of any of its right, title or interest as Landlord in, to or
under the Leases during the period of June 11, 1992 to present.
IN WITNESS WHEREOF, Assignor has executed this Assignment of Lessor's
Interest in Leases this ____ day of ____________, 1994.
NORGATE PLAZA LIMITED
PARTNERSHIP, an Indiana Limited
Partnership
By, Norgate Plaza, Inc.,
Its General Partner
By
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Richard J. Langlais,
Its President
STATE OF MINNESOTA )
: SS
COUNTY OF DAKOTA )
Before me a notary public in and for the State of Minnesota, and a
resident of Dakota County, Minnesota, personally appeared Richard J. Langlais,
the President of Norgate Plaza, Inc., the general partner of Norgate Plaza
Limited Partnership, an Indiana Limited Partnership, who acknowledged the
execution of the foregoing Assignment of Lessor's Interest in Leases as the
Exhibit C
C-1
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President of the General Partner of the Partnership for and on behalf of the
general partner of the Partnership.
Witness my hand and notarial seal this ___ day of June, 1994.
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Notary Public
Commission Expires:
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Exhibit C
C-2