FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (hereinafter this "First Amendment") is entered into effective
March 28, 2006 by and between GULL AVENUE, LLC, A DELAWARE LIMITED LIABILITY
COMPANY (hereinafter the "Buyer") and XXXXXXXXXX REALTY GROUP, INC. A NEVADA
CORPORATION (hereinafter the "Seller"):
R E C I T A L S
A. The parties hereto entered into that certain Purchase and Sale
Agreement and Joint Escrow Instructions as of March 1, 2006,
relating to the purchase and sale of that certain real
property consisting of approximately 7.43 acres and commonly
known as 000 Xxxxxx Xxxxxx, Xxxxx Xxx Xxxxxxxxx, Xxxxxx of Xxx
Xxxxx, Xxxxx xx Xxxxxxxxxx, 00000, and more particularly
described on Exhibit "A" to such agreement (the "Agreement");
and
B. The parties have now agreed to make certain changes to the
Agreement consistent herewith.
NOW, THEREFORE, in consideration of the mutual promises contained
herein, the receipt and legal sufficiency of which are hereby acknowledged,
Seller and Buyer agree as follows:
AGREEMENT
1. Section 3(c) of the Agreement shall be amended such that the
reference in Section 3(c) of the Agreement to "within the first forty-five (45)
days from the Effective Date of this Agreement" shall be deleted and replaced
with "on or before May 4, 2006".
2. Section 5(b) of the Agreement shall be amended such that Buyer shall
have until April 17, 2006 (the "Title Contingency Period") to determine if,
other than the Obligatory Removal Exceptions which will be paid off at the close
of Escrow, there are any exceptions to title to which Buyer objects. Unless
written rejection of said title matters is received by April 17, 2006, Buyer
shall be deemed to have accepted all title matters and such title matters shall
be deemed to be Permitted Exceptions.
3. Seller and Buyer acknowledge that Buyer's due diligence period shall
end at 5:00 p.m. (Los Angeles, California time) on April 17, 2006.
Notwithstanding anything to the contrary in the Agreement or this First
Amendment, Buyer's due diligence period with respect to Buyer's environmental
assessment of the Property only shall end at 5:00 p.m. (Los Angeles, California
time) on May 4, 2006.
4. Buyer agrees to perform a Phase II environmental report of the
Property (the "Phase II Report") and a geotechnical report of the Property (the
"Geotechnical Report") and to provide Seller true and accurate photocopies of
the Phase II Report and the Geotechnical Report. Said copies shall be supplied
at Buyer's sole cost and expense. Seller acknowledges that the Phase II Report
and the Geotechnical Report will be delivered in their "as-is" condition, that
Buyer shall not in any way be liable or otherwise responsible for any
inaccuracies or misstatements set forth therein and that Seller will not be
entitled to rely on such reports and, to the extent it does so, will do so at
its sole risk. Buyer shall ensure that the Phase II Report and the Geotechnical
Report performed on its behalf are made in a written form and are completed
notwithstanding that Buyer may terminate this Agreement prior to completion of
the Phase II Report and/or the Geotechnical Report.
5. Except as modified herein, each and every provision of the Agreement
shall remain in full force and effect.
6. If any provision of this First Amendment conflicts with the
Agreement, the provisions of this First Amendment shall control.
7. Unless otherwise provided herein, all terms used in this First
Amendment that are defined in the Agreement shall have the meanings provided in
the Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the Effective Date set forth above.
SELLER:
XXXXXXXXXX REALTY GROUP, INC.,
A NEVADA CORPORATION
By: /s/ Xxxxxx Xxxxxx
Xx. Xxxxxx Xxxxxx
Its: President
BUYER:
GULL AVENUE, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
By: /s/ Xxxxxxxx Xxxxxx
Name: Xxxxxxxx Xxxxxx
Its: VP and Assistant Secretary
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