FIRST AMENDMENT TO REAL ESTATE PURCHASE AND SALE AGREEMENT
This First Amendment to Real Estate Purchase and Sale Agreement ("First
Amendment") is made and entered into as of this 5th day of September 1996, by
and between Miami Gardens Associates, a New Jersey general partnership
("Seller") and Basic Acquisitions, Inc., a Delaware corporation ("Purchaser").
WITNESSETH:
Whereas, Seller and Purchaser have previously entered into a Real Estate
Purchase and Sale Agreement, dated as of July 24, 1996, (the "Agreement")
relating to the sale by the Seller and the purchase by the Purchaser (the
"Transaction") of certain real property located in Dade County, Florida, and
commonly referred to as the Garden Square Shopping Center; and
Whereas, the Seller and the Purchaser now desire to modify and amend the
Agreement in accordance with the provisions set forth in this First Amendment.
NOW, THEREFORE, for and in consideration of Ten and No/100 ($10.00) Dollars
and other good and valuable consideration, and for and in consideration of the
mutual covenants and conditions herein set forth, the parties hereto agree to
modify the Agreement as hereinafter set forth:
1. The Purchase Price as set forth in Paragraph 2 of the Agreement is
changed so as to reduce the Purchase Price by the sum of Two Hundred Thousand
($200,000.00) Dollars, thereby reducing the
Purchase Price to the sum of Nine Million Four Hundred Fifty Thousand
($9,450,000.00) Dollars.
2. The Closing Date provided for in Paragraph 4(a) of the Agreement is
hereby changed from November 15, 1996, to January 3, 1997, to commence at 9:30
a.m.
3. The Seller and the Purchaser acknowledge and agree, (and to the extent
that the Agreement may be contrary to this acknowledgement, set forth in
Subparagraph (a) below, the Agreement shall be deemed amended in accordance with
the provisions of this acknowledgement as follows:
(a) Prior to the execution of this First Amendment the Seller obtained a
Judgment against Optical Depot II, Inc., and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, in case number 96-
3114 entered in the Circuit Court in and for the 11th Judicial Circuit of Dade
County, Florida, said Judgment being dated August 13, 1996, (the "Judgment").
The parties hereto acknowledge that the Purchaser, by virtue of the transaction,
shall have no right to an assignment of the Judgment, nor shall the Purchaser be
entitled to any funds paid by the defendants therein to the plaintiff therein
(the Seller), in payment of said Judgment. Further, none of the provisions of
Paragraph 10 of the Agreement dealing with prorations and adjustments shall
apply to the Judgment or any funds in payment thereof.
4. All capitalized terms as provided for in this First Amendment shall be
deemed defined terms and shall have the meaning as defined in the Agreement
unless otherwise defined in this First Amendment.
5. The Agreement shall remain in full force and effect and binding upon
the parties hereto as is set forth in the Agreement, except as modified by this
First Amendment.
6. This First 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.
IN WITNESS WHEREOF, the parties hereto have duly signed, sealed, and
delivered this First Amendment, as of the day, month, and year first above
written.
Witnesseth: BASIC ACQUISITIONS, INC.
a Delaware corporation
/s/ illegible
---------------------- By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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---------------------- Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: President
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MIAMI GARDEN ASSOCIATES,
a New Jersey general partnership
Witnesseth: By: Garden Square Associates, L.P.,
a Delaware limited partnership, as
general partner
---------------------- By: Englewood Gardens, Inc., a
Florida corporation, as sole
general partner
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By:
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Print Name:
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Title:
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