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EXHIBIT 10.2(b)
FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE dated as of
March 29, 1996 by and between each of the Assignors executing this First
Amendment below (the "Assignors") and IHC MEMBER CORPORATION ("Buyer").
Background
The Assignors and Buyer are parties to that certain Agreement
of Purchase and Sale dated as of March 29, 1996 (the "Agreement") and have
agreed to amend the terms of the Agreement as set forth herein.
Agreement
1. Recital B of the Agreement is hereby amended by
adding the phrase "as amended by a First Amendment thereto dated as of March
29, 1996," after the opening parenthesis on the second line thereof.
2. Section 2(a) of the Agreement is hereby deleted in
its entirety and the following is substituted therefor: "(a) The aggregate
purchase price for the Assets (the "Purchase Price") shall be $133,400,000.".
Schedule C to the Agreement is hereby deleted in its entirety.
3. Section 3(a) of the Agreement is hereby amended by
deleting the date "July 1, 1996" from the seventh line thereof and substituting
the date "July 15, 1996" therefor.
4. The Agreement is hereby amended by adding the
following sentences to the end of Section 13(a) thereof:
"The provisions of this Section 13(a) shall not apply to an
initial public offering of shares of common stock of
Interstate or Qualifying Entity if the Prospective Equity
Participants (as defined in the Option Agreement) receive in
connection with such iniital public offering shares of common
stock of Interstate or Qualifiying Entity (as applicable)
having a value equal to $44,800,000 based on the price to the
public in such initial public offering as provided in Section
3.3 of Amendment No. 2 to the Option Agreement dated as of
March 29, 1996 among Interstate, the Existing Stockholders
named therein, The Blackstone Group L.P., the Prospective
Equity Participants named therein and BREA ("Amendment No.
2"). Notwithstanding the provisions of this Section 13(a) and
without in any way limiting the provisions of Amendment No. 2,
if an initial public offering of shares of common stock of
Interstate or Qualifying Entity occurs prior to the date which
is nine months after the Closing Date and the Prospective
Equity Participants do not receive in
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connection with such initial public offering the shares of
common stock of Interstate or Qualifying Entity as provided in
Section 3.3 of Amendment No. 2, Buyer shall, as its sole
obligation under this Section 13(a) with respect to such
initial public offering and without regard to the net proceeds
from, or the total enterprise value reflected by, such initial
public offering, cause Interstate or Qualifying Entity (as
applicable) to deliver to BREA (on behalf of the Assignors)
certificates representing shares of the common stock of
Interstate or Qualifying Entity (as applicable) having a value
equal to $11,000,000 based on the price to the public of such
shares in such initial public offering, as calculated pursuant
to Section 3.3 of Amendment No. 2.".
5. Buyer agrees that it shall use commercially
reasonable efforts to close an initial public offering of shares of common
stock of Interstate or Qualifying Entity as soon as possible but not later than
July 15, 1996.
6. The Agreement, as amended hereby, is and shall remain
in full force and effect.
IN WITNESS WHEREOF, this First Amendment has been duly
executed by the parties hereto as of the day and year first above written.
BJS INTERSTONE MANAGEMENT ASSOCIATES
By: Blackstone Real Estate Inc.,
general partner
By: /s/ Thomas J. Saylak
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Name:
Title:
BLACKSTONE REAL ESTATE PARTNERS I L.P.
By: Blackstone Real Estate
Associates L.P., general partner
By: BREA L.L.C., general partner
By: /s/ Thomas J. Saylak
-----------------------
Name:
Title:
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BLACKSTONE REAL ESTATE PARTNERS II L.P.
By: Blackstone Real Estate
Associates L.P., general partner
By: BREA L.L.C., general partner
By:/s/ Thomas J. Saylak
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Name:
Title:
BLACKSTONE REAL ESTATE PARTNERS III
L.P.
By: Blackstone Real Estate
Associates L.P., general partner
By: BREA L.L.C., general partner
By: /s/ Thomas J. Saylak
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Name:
Title:
BLACKSTONE REAL ESTATE PARTNERS IV L.P.
By: Blackstone Real Estate
Associates L.P., general partner
By: BREA L.L.C., general partner
By: /s/ Thomas J. Saylak
--------------------------
Name:
Title:
BLACKSTONE REAL ESTATE HOLDINGS L.P.
By: BREA L.L.C., general partner
By: /s/ Thomas J. Saylak
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Name:
Title:
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BLACKSTONE RE CAPITAL PARTNERS L.P.
By: Blackstone Real Estate
Associates L.P., general partner
By: BREA L.L.C., general partner
By: /s/ Thomas J. Saylak
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Name:
Title:
BLACKSTONE RE CAPITAL PARTNERS II L.P.
By: Blackstone Real Estate
Associates L.P., general partner
By: BREA L.L.C., general partner
By: /s/ Thomas J. Saylak
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Name:
Title:
BLACKSTONE RE OFFSHORE CAPITAL
PARTNERS L.P.
By: Blackstone Real Estate
Associates L.P., general partner
By: BREA L.L.C., general partner
By: /s/ Thomas J. Saylak
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Name:
Title:
BJS INTERSTONE ASSOCIATES
By: Blackstone Real Estate Inc.,
general partner
By: /s/ Thomas J. Saylak
--------------------------
Name:
Title:
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BREI/HOUSTON INC.
By: /s/ Thomas J. Saylak
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Name:
Title:
BREI/LISLE INC.
By: /s/ Thomas J. Saylak
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Name:
Title:
BREI/COLORADO SPRINGS INC.
By: /s/ Thomas J. Saylak
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Name:
Title:
BREI/DENVER INC.
By: /s/ Thomas J. Saylak
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Name:
Title:
BREI/ATLANTA INC.
By: /s/ Thomas J. Saylak
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Name:
Title:
BREI/CONSHOHOCKEN INC.
By: /s/ Thomas J. Saylak
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Name:
Title:
BREI/HUNTINGTON INC.
By: /s/ Thomas J. Saylak
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Name:
Title:
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BREI/CGL INC.
By: /s/ Thomas J. Saylak
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Name:
Title:
S.B. WESTRIDGE, INC.
By: /s/ John D. Schreiber
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Name:
Title:
IHC MEMBER CORPORATION
By: /s/ Milton Fine
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Name:
Title: