First Amendment to Agreement to Purchase Real Estate between Glimcher Properties Limited Partnership, Affiliates, and 20/20 Management Company, Inc.

Summary

This amendment updates the original real estate purchase agreement between Glimcher Properties Limited Partnership and affiliates (the sellers) and 20/20 Management Company, Inc. (the purchaser). It sets new closing dates for two groups of properties, allocates portions of the purchase price and deposit, and outlines conditions for closing on the remaining properties, including lender consent. If certain conditions are not met by September 30, 2002, the deposit may be refunded or forfeited. All other terms of the original agreement remain unchanged.

EX-1.2 4 l97895aexv1w2.txt EXHIBIT 1.2 Exhibit 1.2 FIRST AMENDMENT TO AGREEMENT TO PURCHASE REAL ESTATE This First Amendment to Agreement to Purchase Real Estate ("First Amendment") is made this 29th day of August, 2002, by GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership ("GPLP"), EAST POINTE VENTURE, LLC, a Delaware limited liability company, BARREN RIVER PLAZA, LLC, A Delaware limited liability company, and RIVER VALLEY VENTURE, LLC, a Delaware limited liability company, (each such company being referred to herein as "Seller" with respect to those properties listed in Schedule 1 owned by it), each having offices at 20 South Third Street, Columbus, Ohio 43215, and 20/20 Management Company, Inc., a Texas corporation ("Purchaser"), having offices at 10210 North Central Expressway, Suite 410, Dallas, TX 75231. WHEREAS, Seller and Purchaser have entered into that certain Agreement to Purchase Real Estate dated June 6, 2002 ("Purchase Agreement"); and WHEREAS, Seller and Purchaser have agreed to amend the Purchase Agreement in accordance with the terms and conditions of this First Amendment. NOW THEREFORE, Seller and Purchaser, in consideration of the mutual promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by Seller and Purchaser, hereby agree to amend the Purchase Agreement as follows: 1. Capitalized terms not otherwise defined in this First Amendment shall have the meanings therefor set forth in the Purchase Agreement. 2. Seller and Purchaser agree that Closing shall take place on August 29, 2002, on only those fourteen (14) Properties listed on the Schedule I attached hereto and made a part hereof ("Fourteen Properties"), and that One Hundred Five Million Nine Hundred Eighty-four Thousand Two Hundred Thirty and no/100 Dollars ($105,984,230.00) of the Purchase Price shall be allocated for such Fourteen Properties. Closing shall occur on or before September 30, 2002, on the remaining nine (9) Properties ("Remaining Properties"). 3. Purchaser hereby exercises its option to extend the Closing Date for the Remaining Properties to September 30, 2002. 4. Seller and Purchaser agree that Two Million Dollars ($2,000,000.00) of the Deposit currently being held by the Escrow Agent shall be applied to the Closing on the Fourteen Properties, and that One Million Dollars of the Deposit currently being held by the Escrow Agent ("Remaining Deposit") shall continued to be held by the Escrow Agent as earnest money for the Closing on the Remaining Properties. 5. Seller and Purchaser agree that the Three Million Dollar ($3,000,000.00) credit provided for in Section 2(a) of the Purchase Agreement, and those portions of the Roof Repair Costs attributable to the Fourteen Properties, shall be applied to the Closing on the Fourteen Properties as provided in the settlement statement. 6. Seller acknowledges that the obligation of Purchaser to Close on the purchase of the Remaining Properties is expressly conditioned upon Purchaser obtaining: (a) the consent of Existing Lender Jackson National Life Insurance Company ("Jackson") to Purchaser's assumption of Jackson's Existing Loan on the Remaining Properties, with substitute collateral acceptable to Purchaser in its reasonable judgment ("Jackson Consent"); or (b) an agreement with Jackson for the pay-off of Jackson's Existing Loan using a yield maintenance formula acceptable to Purchaser in its reasonable judgment ("Jackson Pay-off Agreement"). If Closing on the Remaining Properties does not occur by September 30, 2002, due to the failure of Purchaser to obtain either the Jackson Consent or the Jackson Pay-off Agreement, then the Remaining Deposit shall be refunded to Purchaser. If Closing on the purchase of the Remaining Properties does not occur by September 30, 2002, for any other reason, except a failure by Seller to close, the Remaining Deposit shall be forfeited to Seller. 7. Except as expressly modified herein, the terms and conditions of the Purchase Agreement remain in full force and effect. 8. This First Amendment shall inure to the benefit of and be binding upon the parties hereto, and their successors and assigns. [signatures on following pages] 2 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth in the first paragraph of this Agreement. SELLER: GLIMCHER PROPERTIES LIMITED PARTNERSHIP a Delaware limited partnership by Glimcher Properties Corporation, a Delaware corporation its general partner By: \s: George A. Schmidt --------------------------------- George A. Schmidt Executive Vice President EAST POINTE VENTURE, LLC a Delaware limited liability company by Glimcher East Pointe, Inc. a Delaware corporation, its Managing Member By: \s: George A. Schmidt --------------------------------- George A. Schmidt Executive Vice President BARREN RIVER PLAZA, LLC a Delaware limited liability company by Glimcher Properties Limited Partnership a Delaware limited partnership, its sole member by Glimcher Properties Corporation a Delaware corporation, its sole general partner By: \s: George A. Schmidt --------------------------------- George A. Schmidt Executive Vice President RIVER VALLEY VENTURE, LLC a Delaware limited liability company by Glimcher River Valley, Inc. A Delaware corporation By: \s: George A. Schmidt --------------------------------- George A. Schmidt Executive Vice President 3 PURCHASER: 20/20 MANAGEMENT COMPANY, INC. a Texas corporation By: \s: Lawrence B. Vineyard --------------------------------- Lawrence B. Vineyard Vice President 4 FLAGLER TITLE COMPANY By: \s: Roger Gamblin --------------------------------- Roger Gamblin Date: --------------------------------- 5 SCHEDULE I 14 PROPERTY LIST BY COMMUNITY CENTER FOR AUGUST 29, 2002 CLOSING 20/20 MANAGEMENT