SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
Exhibit 10.28
SECOND AMENDMENT TO
PURCHASE AND SALE
CONTRACT
THIS SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT (this "Second Amendment") is made and entered into this 2nd day of December, 2010 (the "Second Amendment Date") by and between CARRIAGE APX, A MICHIGAN LIMITED PARTNERSHIP, a Michigan limited partnership, having an address at 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 ("Seller") and CARRIAGE HILL MERIDIAN, LLC, a Michigan limited liability company, having a principal address at 0000 Xxxx Xxxxxxx Xxxx, Xxxxx X, Xxxxxxx, Xxxxxxxx 00000-0000 ("Purchaser").
RECITALS:
WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract, dated October 18, 2010, as amended by that certain First Amendment to Purchase and Sale Contract dated November 11, 2010, and as assigned pursuant to that certain Assignment of Purchase and Sale Contract, dated December 1, 2010 (as amended and assigned, the "Contract"), for certain real property situated in the County of Xxxxxx, State of Michigan, known as Carriage Hill Apartments and more specifically described in the Contract (the "Property"); and
WHEREAS, Seller and Purchaser desire to amend and ratify the Contract on the terms and conditions set forth below.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual covenants set forth in the Contract and herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree to amend the Contract as follows:
"4.7.3 Provided that Purchaser is not in default under this Section 4.7 or this Contract, Purchaser shall be permitted one 21-day extension of the Financing Approval Period specified in Section 4.7.1 by: (i) delivering written notice to Seller on or prior to expiration of the Financing Approval Period, and (ii) simultaneously with delivery of such notice to Seller, delivering to the Escrow Agent the amount of $50,000.00, which shall be held, credited and disbursed in the same manner as provided hereunder with respect to the Deposit."
3. Section 5.1. The first sentence of Section 5.1 is hereby deleted in its entirety and replaced with the following:
"5.1 Closing Date. The Closing shall occur on (a) December 30, 2010, or (b) such earlier date as mutually agreed upon by Seller and Purchaser in writing (the "Closing Date") through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means."
4. General Provisions. The following provisions shall apply with respect to this Second Amendment:
(b) Capitalized terms not defined herein shall have the same meaning as set forth in the Contract.
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NOW, THEREFORE, the parties hereto have executed this Second Amendment as of the Second Amendment Date.
Seller:
CARRIAGE APX, A MICHIGAN LIMITED PARTNERSHIP,
a Michigan limited partnership
By: CARRIAGE APX, INC.,
a Michigan corporation,
its general partner
By: /s/Xxxx Xxxxxxxxxx
Name: Xxxx Xxxxxxxxxx
Title: Senior Vice President
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