Exhibit 10.8
FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE
This FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this "Amendment")
is made and entered into as of November 1, 2005 by and between AGU ENTERTAINMENT
CORP., a Delaware corporation ("Seller"), and TARRAGON SOUTH DEVELOPMENT CORP.,
a Nevada corporation ("Buyer").
BACKGROUND
Seller and Buyer entered into that certain Agreement for Purchase and
Sale, dated as of August 29, 2005 (the "Original Agreement"). Seller and Buyer
have agreed to amend the terms and provisions of the Original Agreement as more
particularly set forth herein. Any capitalized term set forth herein and not
defined herein shall have the meaning ascribed to such term in the Original
Agreement.
AGREEMENT
In consideration of the sum of Ten Dollars ($10.00) and other good and
valuable consideration, Seller and Buyer agree as follows:
1. Background. The provisions contained in the "Background" section of
this Amendment are true and correct and are incorporated herein by reference.
2. Extension of Investigation Period. Section 4 of the Original Agreement
is amended by deleting the date "November 1, 2005" set forth therein and
inserting the date "November 15, 2005" in lieu thereof.
3. Amendment to Casualty Provision. Section 15 of the Original Agreement
is amended by deleting the last line set forth therein in connection with
credits for deductibles applicable to Seller's insurance. In addition, the
following sentence is added at the end of Section 15: "In connection with
insurance proceeds to be credited or otherwise assigned to Buyer as set forth in
this Section 15, Buyer shall be authorized in all respects to negotiate any
insurable losses with respect thereto directly with the appropriate parties
representing Seller's insurance company or companies providing such insurance
(the "Insurance Company"). Seller agrees to cooperate in all respects to
accomplish the parties' agreement as set forth in the immediately preceding
sentence, including, without limitation, executing any and all necessary
documentation as the Insurance Company may require to so authorize Buyer as set
forth above."
4. Facsimile Execution. Seller and Buyer agree that a facsimile copy of
this Amendment and any signatures thereon shall be considered for all purposes
as originals.
5. Counterparts. Seller and Buyer agree that this Amendment may be
executed in one or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same Amendment.
6. Amendment Controls; No Other Amendments. In the event of any conflict
between the terms of the Original Agreement and the terms of this Amendment, the
terms of this Amendment shall control. Except as amended herein, the remaining
terms and provisions of the Original Agreement shall remain in full force and
effect as originally set forth therein.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
last date set forth above.
SELLER: BUYER:
AGU ENTERTAINMENT CORP, TARRAGON SOUTH DEVELOPMENT
A Delaware Corporation CORP, a Nevada Corporation
By: /s/ Xxxxx Xxxx By: /s/ Xxxxx Xxxxxxx
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Name: Xxxxx Xxxx Name: Xxxxx Xxxxxxx
Title: President Title: President
