Exhibit 10.9
SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT
(WENDOVER I & II)
This Second Amendment To Purchase and Sale Contract (this "Amendment") is
entered into as of the 23rd day of August, 1999, by and between XXXXXX XXXXXXX
XXXXXXX REAL ESTATE ASSOCIATES LIMITED PARTNERSHIP, a New York limited
partnership, and XXXXXX XXXXXXX XXXXXXX REAL ESTATE ASSOCIATES II LIMITED
PARTNERSHIP, a New York limited partnership (collectively, "Seller"), and SB
ORCHARD, LLC, a Colorado limited liability company ("Purchaser"), and XXXXXXXX,
LLC, a Delaware limited liability company ("Assignee") with respect an escrow
established with Fidelity National Title Insurance Company.
Reference is made to that certain Purchase and Sale Contract dated as of
May 20, 1999 between Purchaser and Seller, as modified by an Amendment dated as
of August 2, 1999 between Purchaser, Assignee and Seller (collectively, the
"Contract"). Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Contract.
Purchaser, Assignee and Seller desire to further amend the Contract
pursuant to the terms set forth below.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Contract is hereby amended as follows:
1. CLOSING DATE. The Closing Date is currently set at August 27, 1999,
subject to Seller's right to extend the Closing Date for an additional 30 days.
Seller has elected to exercise said 30 day extension option, but has agreed that
if the Closing Date can occur on September 7, 1999 or September 8, 1999 (so that
funds can be delivered to Seller's lender no later than 2:00 P.M. Central Time
on September 9, 1999), Seller will be willing to close on September 7, 1999 or
September 8, 1999. If for any reason the Closing Date cannot occur by September
8, 1999, then the Closing Date shall be September 26, 1999; provided, however,
that if the Closing Date is extended to September 26, 1999, Purchaser and
Assignee shall have the right to close earlier than September 26, 1999 on the
condition that Purchaser or Assignee pays Seller for the interest costs charged
by Seller's lender for the period from September 8, 1999 through September 26,
1999. Seller, Purchaser and Assignee agree to use their best efforts to make
the Closing Date occur on September 7, 1999.
2. COUNTERPARTS. This Amendment may be executed in counterparts, each of
which when compiled together shall constitute one and the same original.
All other terms and conditions of the Contract remain unmodified and in
full force and effect.
IN WITNESS WHEREOF, Seller, Purchaser and Assignee have entered into this
Second Amendment as of the date written above.
"SELLER"
XXXXXX XXXXXXX XXXXXXX REAL ESTATE ASSOCIATES LIMITED PARTNERSHIP, a
New York limited partnership [SEAL]
By: DBL Properties Corporation, a New York corporation, Its General Partner
[Corporate Seal] By:____________________________
Its _____________________________
XXXXXX XXXXXXX XXXXXXX REAL ESTATE ASSOCIATES II LIMITED PARTNERSHIP,
a New York limited partnership [SEAL]
By: DBL Properties Corporation, a New York corporation, Its General Partner
[Corporate Seal] By:____________________________
Its _____________________________
[signatures continue on following page]
"PURCHASER"
SB ORCHARD, LLC, a Colorado limited liability company [SEAL]
By: Tymar, LLC, a California limited
liability company [SEAL]
By: ____________________[SEAL]
Xxx Xxxxxxxxx,
Its _________________
"ASSIGNEE"
XXXXXXXX, LLC, a Delaware limited liability company
By: BRG Properties, LLC, a Delaware limited liability company
By:
Xxx Xxxxxxxxx, Its Manager
