Exhibit 2.3
REINSTATEMENT OF AND SECOND AMENDMENT TO
CONTRACT FOR THE PURCHASE AND SALE OF PROPERTY
THIS REINSTATEMENT OF AND SECOND AMENDMENT TO CONTRACT FOR THE PURCHASE AND
SALE OF PROPERTY (this "Reinstatement") is made and entered into as of the 24th
day of January, 2000, by and among RIDGEWOOD ORLANDO, INC., a Florida
corporation ("ROI") and RIDGEWOOD HOTELS, INC., a Delaware corporation ("RHI"),
as sellers (hereinafter sometimes collectively referred to as "Seller"), and
FULGENT STREET MOTEL & HOTEL, INC., a Florida corporation, as purchaser
(hereinafter referred to as "Purchaser").
WITNESSETH:
WHEREAS, Seller and Purchaser are parties to that certain Contract for the
Purchase and Sale of Property having an effective date of June 18, 1999, with
respect to the proposed sale to Purchaser of the Property, as defined therein;
and
WHEREAS, Seller and Purchaser entered into that certain First Amendment to
Contract for the Purchase and Sale of Property dated as of October 16, 1999,
with respect to the Property; (the said Contract for the Purchase and Sale of
Property, as amended by the said First Amendment to Contract for the Purchase
and Sale of Property, being hereinafter referred to as the "Contract");and
WHEREAS, the Contract expired by its terms by virtue of the transaction
described therein not closing on or before January 24, 2000; and
WHEREAS, Seller and Purchaser have agreed to reinstate the Contract and all
parts thereof, effective as of the date this Reinstatement is executed by both
Seller and Purchaser, subject to those certain modifications contained herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the sum of Ten and No/100 Dollars ($10.00), in hand paid by each party to the
other, and other good and valuable consideration, the receipt and sufficiency of
all of which are hereby acknowledged, Seller and Purchaser agree as follows:
1. Reinstatement. The foregoing recitals are true and correct and are
incorporated herein by this reference. The Contract, as hereinafter amended, is
hereby reinstated.
2. Capitalized Terms. The terms and words of art used herein, as indicated
by the initial capitalization thereof, shall have the same respective meaning
designated for such terms and words of art in the Contract.
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3. The Contract is hereby amended by deleting the first sentence of Section
3 of the Contract and by substituting in lieu thereof the following sentence:
"3. Purchase Price; Method of Payment. The purchase price (the
"Purchase Price") to be paid by Purchaser to Seller for and in
consideration of the conveyances described in Section 10 hereof shall be
FIVE MILLION THREE HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS
($5,350,000.00)."
4. The Contract is hereby further amended by deleting Subparagraph 3(a) of
the Contract and by substituting in lieu thereof the following:
"(a) INTENTIONALLY DELETED"
5. The Contract is hereby further amended by deleting Subparagraph 3(b) of
the Contract and by substituting in lieu thereof the following:
"(b) Purchaser shall execute and deliver to ROI a purchase money real
estate note (the "Purchase Money Note"), in form and substance satisfactory
to ROI, in the original principal amount of TWO HUNDRED FIFTY THOUSAND AND
NO/100 DOLLARS ($250,000.00), with interest at a fixed rate equal to the
prime rate plus one half percent (1/2%) per annum as announced by Bank of
America, N.A. on the last business day before Closing, amortized over a
five (5) year period and payable in equal monthly installments of principal
and interest commencing on the Conversion Date (hereinafter defined), with
the entire balance due on the date (the "Maturity Date") which is the
earlier of (i) five (5) years from the date of the Purchase Money Note or
(ii) the date of the sale or transfer of the Property. Interest shall
accrue under the Purchase Money Note from the date of execution through the
Maturity Date. Commencing on the first (1st) day (the "Conversion Date") of
the thirteenth (13th) month following the month in which Closing occurs,
and continuing on the (1st) day of each succeeding calendar month
thereafter through and including the (1st) day of the calendar month in
which the Maturity Date occurs, Purchaser shall pay to ROI equal
consecutive monthly installments of principal and interest, each of which
shall be in an amount equal to the outstanding principal balance of the
Loan and all interest accrued thereon as of the Conversion Date divided by
48. The indebtedness evidenced by the Purchase Money Note shall be secured
by a second priority purchase money mortgage executed and delivered by
Purchaser to ROI, conveying and covering the Hotel Tract, in form and
substance satisfactory to ROI; and"
6. Purchaser acknowledges that the conditions to Purchaser's obligations
set forth in subparagraphs (f), (g), (i), (j) and (k) of Section 9 of the
Contract have either been satisfied by Seller or waived by Purchaser and are no
longer conditions to Purchaser's obligations under the Contract.
7. The Contract is hereby further amended by deleting the first sentence of
Section 10 of the Contract and by substituting in lieu thereof the following
sentence:
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"10. The consummation of the sale by Seller and the purchase by
Purchaser of the Property (herein referred to as the "Closing") shall be
held on or before April 12, 2000, at such time and date ("Closing Date") as
shall be designated by Purchaser in a written notice to Seller not less
than ten (10) days prior to the date specified in such notice. For purposes
of the Closing, the parties hereto hereby agree that any signature on any
document necessary to consummate this transaction transmitted by facsimile
shall be binding upon and enforceable against, and shall inure to the
benefit of, the parties hereto and their respective successors, legal
representatives and assigns, as if such signature were an original."
8. The Contract is hereby further amended by inserting a new Section 36 as
follows:
"36. Purchaser and ROI have executed the Management Agreement, to be
effective as of the Closing Date, pursuant to which Purchaser has engaged
ROI to manage the Hotel upon the terms and conditions agreed upon therein
by ROI and Purchaser, including, without limitation, payment by Purchaser
to ROI of a management fee equal to three and one half percent (3.5%) of
gross room sales of the Hotel, plus an accounting fee equal to One Thousand
Two Hundred and No/100 Dollars ($1,200.00) per month. The terms and
provisions of this Section 36 shall survive the Closing and shall remain in
full force and effect as of the Closing Date."
9. For purposes of this Reinstatement, the parties hereto hereby agree that
any signature attached hereto necessary to effectuate this Reinstatement
transmitted by facsimile shall be binding upon and enforceable against, and
shall inure to the benefit of, the parties hereto and their respective
successors, legal representatives and assigns, as if such signature were an
original.
10. This instrument may be executed in counterparts, and each counterpart
shall be deemed an original, but all such counterparts shall together constitute
one and the same instrument. Furthermore, in making any of the disbursements set
forth herein, or in taking any action contemplated hereby, the Closing Attorney
is authorized to rely upon any facsimile signature of any party.
11. The Contract, as modified by this Reinstatement, remains in full force
and effect in accordance with its terms, and Purchaser and Seller hereby ratify
the same.
[Signatures Begin on Following Page]
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IN WITNESS WHEREOF, the undersigned have caused this Reinstatement to be
executed by their duly authorized representatives, under seal, as of the date
and year first above written.
"PURCHASER" FULGENT STREET MOTEL & HOTEL, INC.,
a Florida corporation
By:
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Its:
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Attest:
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Its:
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[CORPORATE SEAL]
"SELLER" RIDGEWOOD ORLANDO, INC.,
a Florida corporation
By:
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Its:
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Attest:
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Its:
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[CORPORATE SEAL]
RIDGEWOOD HOTELS, INC.,
a Florida corporation
By:
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Its:
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Attest:
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Its:
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