EXHIBIT 10.2
AMENDMENT TO
PURCHASE AGREEMENT
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THIS AMENDMENT TO PURCHASE AGREEMENT (this "Amendment") is made and
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entered into as of this 3rd day of April, 1996 by and between CENTERPOINT
PROPERTIES CORPORATION, a Maryland corporation ("Purchaser"), and CORPORATE
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PROPERTY ASSOCIATES 5, a California limited partnership ("Seller").
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R E C I T A L S :
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A. Seller and Purchaser have heretofore entered into a Purchase
Agreement dated March 28, 1996 (the "Agreement") relating to certain real
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estate located at 6600 River Road, Hodgkins, Illinois, legally described in
Exhibit "A" attached to the Agreement (initially capitalized terms used but not
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defined herein shall have the meaning ascribed to such terms in the Agreement).
B. By letter dated April 1, 1996, the expiration of the Inspection
Period was extended to 5:00 p.m. (central standard time) on April 2, 1996.
C. The parties desire to amend the Agreement as herein provided.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
hereinafter set forth, the receipt and sufficiency of which are hereby
acknowledged by the parties hereto, the parties hereby agree as follows:
1. The Purchase Price is hereby reduced from THIRTEEN MILLION FIVE
HUNDRED THOUSAND AND NO/100 DOLLARS ($13,500,000.00) to THIRTEEN MILLION TWO
HUNDRED THOUSAND AND NO/100 DOLLARS ($13,200,000.00). The cash portion of the
Purchase Price to be paid by Purchaser on or before the Closing Date is hereby
reduced from THIRTEEN MILLION TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($13,250,000.00) to TWELVE MILLION NINE HUNDRED FIFTY THOUSAND AND NO/100
DOLLARS ($12,950,000.00) as a result of the foregoing reduction of the Purchase
Price.
2. Purchaser hereby accepts the Property and the condition thereof, and
acknowledges that it has waived its rights to terminate this Agreement during
the Inspection Period pursuant to Section 7 of the Agreement.
3. As a result of Purchaser's inspection and testing of the Property
during the Inspection Period, Seller's representations and warranties contained
in Sections 8(10) and 16B of the Agreement shall be modified by adding the
following at the beginning of each of the aforesaid Sections 8(10) and 16B:
"Except as disclosed by Purchaser to Seller during the Inspection
Period,".
4. The last sentence of Section 14A of the Agreement is hereby deleted,
the parties acknowledging that Seller's representations and warranties shall not
survive Closing.
5. All other terms of the Purchase Agreement shall remain in full force
and effect.
6. This Amendment may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
7. This Amendment shall be binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the day and year first above written.
PURCHASER: CENTERPOINT PROPERTIES CORPORATION,
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By: /s/ Michael M. Mullen
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Name: Michael M. Mullen
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Title: Chief Executive Officer
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SELLER: CORPORATE PROPERTY ASSOCIATES 5,
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By: Carey Corporate Property, Inc.,
General Partner
By:
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Name:
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Title:
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