Exhibit 10.9
SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE
This SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this
"Amendment") is made and entered into as of December ____, 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 "Initial Agreement"), as amended by First
Amendment to Agreement for Purchase and Sale, dated as of November 1, 2005, by
and between Seller and Buyer (the "First Amendment"). The Initial Agreement, as
amended by the First Amendment, is referred to herein as the "Original
Agreement". Seller and Buyer have agreed to further 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 Initial 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 Closing Date. Seller and Buyer have agreed to extend the
Closing Date of the transaction contemplated by the Original Agreement in
consideration of the payment to Seller of monies constituting additional good
faith deposit under the Original Agreement. Accordingly, Section 6(a) of the
Initial Agreement is amended by adding the following at the end of Section 2(b)
of the Initial Agreement:
"Buyer shall have the right to exercise an option to extend the Closing
Date under the Agreement to December 31, 2005 (the "Extension") by
forwarding to Seller on or before December 2, 2005 an amount equal to
$1,000,000.00 (the "Extension Additional Deposit"). The term Closing Date
shall mean, if so exercised by Buyer, the Extension. If applicable, the
Extension Additional Deposit shall be credited to Buyer's obligation to
pay the Purchase Price at the Closing and shall be fully non-refundable to
Buyer except in the event of Seller's default hereunder or any permitted
right of termination hereunder in favor of Buyer."
3. Additional Credits to Buyer. In connection with the Extension, Buyer
has agreed to provide Seller with a credit at the Closing to cover Seller's
expenses for the Property during such period. Accordingly, Section 6(c) of the
Initial Agreement is amended by added the following language at the end thereof:
"In addition to the foregoing, as additional consideration for Seller
granting to Buyer the Extension, Buyer shall pay to Seller at the Closing,
in addition to the Purchase Price, an amount equal to (x) $3,500.00
multiplied by (y) the number of days from December 16, 2005 through the
day of the Closing of the transaction contemplated hereby."
4. Agreement to Demolish Building. Buyer agrees following the Closing
hereunder by a date no later than February 15, 2005 to comply with the
obligations of Buyer as set forth in Section 3 of the Tri-Party Developer's
Agreement, dated as of November 4, 2005, by and among City of Lauderdale Lakes,
a Florida municipal corporation, Seller and Buyer.
5. 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.
6. 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.
7. 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
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
