Taubman Realty Group Ltd Partnership – ‘8-K’ for 9/4/97 – EX-2.B

As of:  Thursday, 9/11/97   ·   For:  9/4/97   ·   Accession #:  917473-97-20   ·   File #:  33-73988

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Trg Current Report on Form 8-K                        16     43K 
 2: EX-2.A      Purchase and Sale Agreement                           49    204K 
 3: EX-2.B      Amndt. No. 1 to Purchase and Sale Agreement            4     17K 
 4: EX-23       Independent Auditors' Consent                          1      5K 

EX-2.B   —   Amndt. No. 1 to Purchase and Sale Agreement

EX-2.B
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FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

      THIS FIRST  AMENDMENT TO PURCHASE AND SALE AGREEMENT (the  "Amendment") is
executed as of this 15th day of August,  1997, by and between ONE FEDERAL STREET
JOINT VENTURE, a Massachusetts general partnership  ("Seller"),  and THE TAUBMAN
REALTY GROUP LIMITED PARTNERSHIP, a Delaware limited partnership ("Buyer").     

W I T N E S S E T H:

      A. Seller and Buyer have entered into a Purchase and Sale Agreement  dated
as of July 16, 1997 (the  "Agreement"),  providing  for the purchase and sale of
property  commonly known as Regency Square  located in Richmond,  Virginia.  All
initially  capitalized  terms used but not defined in this Amendment  shall have
the same definitions as in the Agreement.                                       

      B.  Seller  is the  beneficial  owner of the fee and  leasehold  interests
constituting  Parcel  One of the Real  Property,  title to which is held by land
trusts established with NationsBank,  N.A. (the "Trustee"),  consisting of (1) a
certain land trust created by Land Trust Agreement (Ground Landlord) dated as of
January 28, 1990,  holding fee simple  title to Parcel One of the Real  Property
(the "Fee Trust"),  and (2) a certain land trust created by Land Trust Agreement
(Ground  Tenant)  dated as of January 29, 1990,  holding the  lessee's  interest
under a Ground Lease  encumbering  Parcel One of the Real  Property (the "Ground
Lease") created by Deed of Lease between Home Beneficial Life Insurance  Company
and Quioccasin Associates dated June 13, 1974 (the "Leasehold Trust").          

      C. Seller and Buyer desire to amend the  Agreement in certain  respects as
herein set forth, in order to (1) provide for transfer of Seller's  interests in
the Real  Property  to Buyer at and  subject  to Closing  by  assignment  of the
beneficial  interest in the Fee Trust and the Leasehold Trust to Buyer,  and (2)
address certain issues identified in Buyer's Due Diligence and otherwise confirm
Buyer's  waiver of any right to terminate  the  Agreement  pursuant to Article 4
thereof, and (3) confirm that the approvals to be obtained by Seller pursuant to
Section  7.1(a) of the Agreement and by Buyer  pursuant to Section 7.2(a) of the
Agreement have been obtained.                                                   

      NOW,  THEREFORE,  in  consideration  of the  foregoing  and of the  mutual
covenants and agreements set forth herein, the parties hereto do hereby agree to
amend the Agreement as follows:                                                 

      I. Waiver of  Termination  Based on Buyer's Due  Diligence.  Buyer  hereby
confirms  that the Due  Diligence  Period  has  expired  and that as of the date
hereof,  Buyer has waived any right to terminate the  Agreement  under Article 4
thereof.                                                                        

EX-2.B
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      II. Buyer and Seller  Approvals.  Seller  hereby  confirms that Seller has
received the approval to be obtained by Seller pursuant to Section 7.1(a) of the
Agreement and that accordingly,  such condition has been satisfied. Buyer hereby
confirms  that Buyer has received the approval to be obtained by Buyer  pursuant
to Section 7.2(a) of the Agreement and that accordingly, such condition has been
satisfied.                                                                      

      III.  Transfer  by  Assignment  of  Beneficial  Interest.  To provide  for
transfer of Seller's  interests in the Real  Property to Buyer by  assignment of
the beneficial  interest in the Fee Trust and the Leasehold  Trust,  the parties
agree as follows:                                                               

            1.  Immediately  prior to Closing,  Seller shall transfer to the Fee
      Trust all of Seller's  right,  title and interest in and to Parcel Two and
      Parcel  Three of the Real  Property by special  warranty  deed  containing
      those  warranties  of title  set  forth in the  deed in  Exhibit  H to the
      Agreement,  so that as of the Closing  Date,  fee simple  title to Parcels
      One, Two and Three of the Real Property will be held by the Fee Trust.  At
      Closing,  in lieu of the deeds  which  would  otherwise  be required to be
      delivered  pursuant to Section 6.3 of the Agreement,  Seller shall deliver
      to Buyer assignments of the entire beneficial  interest in each of the Fee
      Trust and the Leasehold Trust,  which  assignments  shall include Seller's
      agreement to warrant and forever  defend the  beneficial  interest in said
      trusts for the benefit of Buyer, its legal representatives, successors and
      assigns,  against Seller and every person whomsoever  lawfully claiming or
      to claim the same or any part thereof,  by,  through or under Seller,  but
      not  otherwise,   subject  to  the  Permitted  Exceptions  to  the  extent
      applicable  thereto,  and Buyer will  accept said  assignments.  All other
      references in the Agreement to said deeds shall be modified accordingly to
refer to said assignments of beneficial interest.                   

            2. Section 3.3 of the  Agreement  is hereby  amended to provide that
      the Owner's  Title  Policy to be issued at Closing  will insure fee simple
      title to the  Real  Property  in the Fee  Trust,  rather  than in Buyer as
heretofore provided.                                                

            3.  Section  6.3 of the  Agreement  is hereby  amended to add, as an
      additional  Closing  delivery by Seller, a certificate of the Trustee with
      respect to each of the Fee Trust and the Leasehold Trust  substantially in
the form attached hereto as Schedule 1.                             

            4.  Buyer  shall  pay any and all  costs  and  expenses  arising  in
      connection  with the actions  provided  for in this  Amendment,  including
      without  limitation  any fees of the  Trustee  which  would  not have been
      incurred  absent  this  Amendment;  provided  that any  accrued or prepaid
      Trustee's fees shall be prorated between the parties at Closing.  Buyer is
      informed and believes that no transfer or transaction  tax will be payable
      as a result of either (a) the deed  transferring  Parcels Two and Three of
      the Real Property to the Fee Trust, as provided in Section 1 above, or (b)
      transfer  of  Seller's  interest in the Real  Property  by  assignment  of
      beneficial   interest  as  herein  provided.   Accordingly,   Buyer  shall
      indemnify,  defend and hold Seller and its partners  and their  respective
officers,                                                           

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EX-2.B
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      directors,  agents and  employees  harmless  from and  against any and all
      loss, cost, damage and expense of every kind and nature (including without
      limitation fines,  penalties and attorneys' fees and expenses) suffered or
      incurred by Seller, its partners and their respective officers, directors,
      agents and  employees as a result of any claim of violation of  applicable
      statutes or ordinances  relating to the payment of transfer or transaction
      taxes in connection with Closing of the transaction contemplated hereby in
accordance with the Agreement, as modified by this Amendment.       

      IV. Personal Property Inventory. Pursuant to Section 1.2 of the Agreement,
Seller and Buyer have  mutually  approved  the  schedule  of  tangible  personal
property  attached  hereto as Schedule 2 for express  inclusion  in the Personal
Property to be transferred to Buyer at Closing.                                 

      V. Tenant Construction Reimbursements. The following tenants have noted in
their  estoppel  letters  reimbursements  claimed to be due from the landlord in
connection with construction of tenant improvements: (i) Ann Taylor, Inc. (Space
No. Q9 and Q18), and (ii) Kinney Shoe Corporation (Champs Sports).  Seller shall
retain  responsibility for satisfying such obligations to said tenants and shall
credit Buyer at Closing with any such amounts not theretofore reimbursed to such
tenants.  Buyer hereby  indemnifies  and agrees to hold Seller harmless from any
and all loss,  cost,  damage or expense  suffered or incurred by Seller  arising
with respect to said reimbursements from and after the Closing Date.            

      VI. CAM Payment  Disputes.  Seller hereby  acknowledges that its indemnity
obligation set forth in Section  9.2.6(f) of the Agreement shall include without
limitation any refunds which may become due the following  tenants on account of
disputed  common  area  maintenance  charges  with  respect to periods  prior to
Closing: Circuit City Express, Britches of Georgetowne, Britches Great Outdoors,
Hofheimer's,  Hofheimer's  Stride Rite, The Body Shop and The Gap; provided that
said indemnity  obligation  shall remain subject to the  limitations on Seller's
liability set forth in Section 14.16 of the Agreement.                          

      VII.  Purchase  Price  Adjustment.  To reflect the cost of certain  repair
items identified by Buyer during its Due Diligence, Seller hereby grants Buyer a
credit of ONE HUNDRED TWENTY THOUSAND  DOLLARS  ($120,000)  against the Purchase
Price,  and  accordingly,  the Purchase  Price is hereby  reduced to ONE HUNDRED
TWENTY-THREE MILLION EIGHT HUNDRED EIGHTY THOUSAND DOLLARS ($123,880,000).      

      VIII.  Parking Deck Repair.  In its Due  Diligence,  Buyer has  identified
diagonal  shear cracks at the  cantilevered  end of the inverted tee beam in the
north parking deck at the Property.  Seller shall attempt diligently and in good
faith to repair  this  area  prior to  Closing;  provided  that it is  expressly
understood  that Seller  shall have no  obligation  to expend funds in excess of
$25,000 to accomplish any such repairs;  and further  provided that if Seller is
unable to complete such repairs on or before the Closing Date, after having made
a diligent,  good faith  attempt to                                             

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EX-2.B
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do so, then Seller shall have the option to extend the Closing Date for a period
not to exceed thirty (30) days to permit completion of such repairs.            

      IX. Title  Requirements.  Seller  agrees at or prior to Closing to satisfy
(or otherwise dispose of to the satisfaction of the Title Company)  requirements
(c), (e), (h), (i), (k), (m) and (n) in the Title  Commitment  update current as
of the date hereof and to discharge the Deed of Trust noted as Exception No. 28A
in said Title Commitment.                                                       

      X.  Ratification of Agreement.  Except as expressly  amended  hereby,  the
Agreement shall remain unchanged and in full force and effect,  and the same, as
amended hereby, is hereby ratified and confirmed by the parties.                

      IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first written above.                                                   

                        ONE FEDERAL STREET JOINT VENTURE

                      By:   THE PRUDENTIAL INSURANCE
                               COMPANY OF AMERICA, general
           partner

                             By:/s/ Steven G. Vittorio
                                     ---------------------------
                                  Name: Steven G. Vittorio
                                           ---------------------
                             Its: Vice President
                                          ----------------------
                               Date: August 15, 1997
                                           ---------------------

                        THE TAUBMAN REALTY GROUP LIMITED
   PARTNERSHIP

                           By:/s/ Cordell A. Lietz
                                     ---------------------------
                                Name: Cordell A. Lietz
                                           ---------------------
                                    Its: Senior Vice President
                                          ----------------------
                               Date: August 15, 1997
                                           ---------------------

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Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		9/29/97							None on these Dates
Filed on:		9/11/97
For Period End:		9/4/97
		8/15/97		4
		7/16/97		1
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