Exhibit 10.303
SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT (the "Second Amendment") is made and entered into
this 15th day of July, 2004, by and between LINCOLN SOUTHLAKE, LTD. ("Seller")
and INLAND REAL ESTATE ACQUISITIONS, INC. ("Purchaser").
RECITALS
A. Purchaser and Seller entered into a Letter Agreement dated May 20,
2004 accepted by Seller on May 21, 2004 (the "Letter Agreement"), as amended by
First Amendment to Purchase and Sale Agreement dated June 30, 2004 (the "First
Amendment", and together with the Letter Agreement, the "Purchase Agreement"),
providing for the purchase and sale of the Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx,
Xxxxxxxxx, Xxxxx. Capitalized terms used but not defined herein shall have the
meanings ascribed thereto in the Purchase Agreement.
B. Purchaser and Seller desire to amend the Purchase Agreement as
hereinafter set forth.
AMENDMENTS
NOW THEREFORE, in consideration of the mutual premises contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Paragraph 1 of the Letter Agreement, as amended by the First
Amendment, is amended by:
a. Deleting the words "on or before July 16, 2004" from the first
sentence thereof and inserting the following in its place "on or
before July 21, 2004";
b. Deleting the words "on or before July 16, 2004," from the third
sentence thereof and inserting the following in its place "on or
before July 21, 2004"; and
c. Deleting the words "it is understood and agreed that the
purchaser may automatically and immediately receive its xxxxxxx
money deposit back if it terminates this agreement for any reason
or no reason at all on or before July 16, 2004" from the last
sentence thereof and inserting the following in its place "it is
understood and agreed that the purchaser may automatically and
immediately receive its xxxxxxx money deposit back if it
terminates this agreement for any reason or no reason at all on
or before July 21, 2004."
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2. Paragraph 10 of the Letter Agreement, as amended by the First
Amendment, is amended by deleting the words "July 16, 2004," and inserting in
its place "July 21, 2004".
3. Purchaser and Seller hereby agree that all references to the date of
July 16, 2004 set forth in the Letter of Escrow Instructions (a copy of which is
attached hereto as Exhibit A) are deleted and replaced with "July 21, 2004."
Purchase and Seller, by their execution hereof, agree to execute an amendment to
the Letter of Escrow Instructions with the Title Company in conformity herewith,
provided, however, regardless of whether or not such amendment is ever executed,
with respect to such date, this Second Amendment shall supersede and control.
4. Except as expressly provided herein, the Purchase Agreement remains
unmodified and in full force and effect. This Second Amendment may be executed
in any number of counterparts, all of which when take together shall constitute
one and the same instrument. Signatures transmitted via facsimile shall be
deemed original signatures for purposes of creating a valid and binding
agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment
as of the date first written above.
SELLER:
LINCOLN SOUTHLAKE LTD.
By: Akard Ervay, Inc., general partner
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
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Title: Vice President
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PURCHASER:
INLAND REAL ESTATE ACQUISITIONS,
INC., an Illinois corporation
By: /s/ Xxx Xxxxxxx
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Name:
-----------------------------
Title:
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FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT is made and entered into this 30th day of June, 2004
by and between LINCOLN SOUTHLAKE, LTD. ("Seller") and INLAND REAL ESTATE
ACQUISITIONS, INC. ("Purchaser").
RECITALS
A. Purchaser and Seller entered into a Letter Agreement dated May 20,
2004 accepted by Seller on May 21, 2004 (the "Purchase Agreement") providing for
the purchase and sale of the Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxx.
Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Purchase Agreement.
B. Pursuant to the terms of the Purchase Agreement, Seller was to provide
to Purchaser, INTER ALIA, tenant estoppels ten (10) days prior to Closing, a
level I environmental audit ten (10) days prior to Closing, a Survey of the
Property fifteen (15) days prior to Closing, and an appraisal of the Property
prepared by an MAI appraiser. As of the date hereof, those items have not been
received by Purchaser.
C. Purchaser and Seller desire to amend the Purchase Agreement in order
to afford Seller additional time to deliver those and other items that may be
required under the terms of the Purchase Agreement, and to afford Purchaser to
evaluate and review such items and the Property.
AMENDMENTS
NOW THEREFORE, in consideration of the mutual premises contained herein,
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. Paragraph 1 of the Purchase Agreement is amended by:
a. Deleting the words "45 calendar days following the acceptance of
this agreement (see Paragraph 10)" from the first sentence
thereof and inserting the following in its place "on or before
July 16, 2004",
b. Deleting the words "following 45 calendar days after the
acceptance of this letter," from the third sentence thereof and
inserting the following in its place "on or before July 16,
2004,"; and
c. Deleting the words "it is understood and agreed that the
Purchaser may automatically and immediately receive its xxxxxxx
money deposit back if it terminates this agreement for any reason
or no reason on or before 45 calendar days following the
acceptance of this agreement" from the last sentence thereof and
inserting the following in its place "it is understood
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and agreed that the purchaser may automatically and immediately
receive its xxxxxxx money deposit back if it terminates this
agreement for any reason or no reason at all on or before July
16, 2004."
2. Paragraph 10 of the Purchase Agreement is amended by deleting the
words "45 calendar days following acceptance of this agreement," and inserting
in its place "July 16, 2004".
3. Purchaser and Seller hereby agree that all references to the date of
July 6, 2004 set forth in the Letter of Escrow Instructions (a copy of which is
attached hereto as Exhibit A) are deleted and replaced with "July 16, 2004."
Purchase and Seller, by their execution hereof, agree to execute an amendment to
the Letter of Escrow Instructions with the Title Company in conformity herewith,
provided, however, regardless of whether or not such amendment is ever executed,
with respect to such date, this First Amendment shall supersede and control.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date first written above.
SELLER:
LINCOLN SOUTHLAKE, LTD.
By: Akard Ervay, Inc., general partner
By: /s/ Xxxx Xxxxxx
----------------------
Name: Xxxx Xxxxxx
----------------------
Title: Vice President
----------------------
PURCHASER:
INLAND REAL ESTATE ACQUISITIONS,
INC., an Illinois corporation
By: /s/ Xxx Xxxxxxx
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Name: Xxx Xxxxxxx
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Title: Vice Chairman
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