EXHIBIT 2.8
SEVENTH AMENDMENT TO REAL ESTATE
PURCHASE AND SALE AGREEMENT
This Seventh Amendment to Real Estate Purchase and Sale Agreement
("Seventh Amendment") is made and entered into as of October 20, 1998 by and
between Glendale Centre, LLC, an Indiana limited liability company
("Purchaser"), and Indianapolis Mall Associates, an Indiana general partnership
("Seller") and WITNESSES THAT:
WHEREAS, Seller and Purchaser have entered into that certain Real Estate
Purchase and Sale Agreement dated February 25, 1998, as amended by that certain
First Amendment to Real Estate Purchase and Sale Agreement dated June 24, 1998,
by a Second Amendment to Real Estate Purchase and Sale Agreement dated as of
July 25, 1998, by a Third Amendment to Real Estate Purchase and Sale Agreement
dated as of July 31, 1998, by a Fourth Amendment to Real Estate Purchase and
Sale Agreement dated as of August 7, 1998, by a Fifth Amendment to Real Estate
Purchase and Sale Agreement dated as of October 5, 1998, and by a Sixth
Amendment to Real Estate Purchase and Sale Agreement dated as of October 20,
1998 (collectively, the "Original Agreement"), pursuant to which Seller agreed
to sell and Purchaser agreed to purchase certain Property, as defined in the
Original Agreement, pursuant and subject to the terms of the Original Agreement;
and
WHEREAS, Purchaser and Seller are each desirous of extending the "Review
Period" as defined in Section 5.5 of the Original Agreement;
NOW, THEREFORE, in consideration of the premises and respective
undertakings of the parties hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
1. The Review Period is hereby extended through and including
November 10, 1998.
2. The reference to "November 3, 1998" in Paragraph 2 of the Sixth
Amendment is hereby deleted and replaced with "November 10, 1998."
3. Except as modified herein, all of the terms and provisions of the
Original Agreement shall remain in full force and effect and shall not
be limited, revised or modified hereby. To the extent that any terms
or provisions of the Original Agreement are contrary to or contradict
the terms or provisions set forth herein, the terms and provisions set
forth herein shall govern. All terms in this Seventh Amendment with
initial capitals except as specifically set forth herein shall have
the same meaning as that used in the Original Agreement.
IN WITNESS WHEREOF, Seller and Purchaser have executed this Seventh
Amendment to Real Estate Purchase and Sale Agreement as of the date first
written above.
GLENDALE CENTRE, LLC,
an Indiana limited liability company
By: /s/ ?
------------------------------------
Printed Name: Xxxxxx X. Mc?????
--------------------------
Its: Member
-----------------------------------
Indianapolis Mall Associates, an Indiana
general partnership
By: First Capital Income Properties, Ltd. -
Series IX, a Florida limited
partnership, partner
By: First Capital Financial Corporation,
a Florida corporation, general
partner
By: /s/ Xxxxxx X. Field
-------------------------------
Name: Xxxxxx X. Field
------------------------------
Title: Vice President/Treasurer
-----------------------------
By: First Capital Income Properties, Ltd. -
Series X, a Florida limited partnership,
partner
By: First Capital Financial Corporation,
a Florida corporation, general
partner
By: /s/ Xxxxxx X. Field
--------------------------------
Name: Xxxxxx X. Field
------------------------------
Title: Vice President/Treasurer
-----------------------------
-2-
