Exhibit 10.297
SECOND AMENDMENT TO AGREEMENT OF SALE
THIS SECOND AMENDMENT TO AGREEMENT OF SALE (the "SECOND AMENDMENT") is made
and entered into this 15th day of April, 2004, by and between RED BOARDWALK,
LLC, a Missouri limited liability company and REDBARRY, L.L.C., a Missouri
limited liability company (together, "SELLER"), and INLAND REAL ESTATE
ACQUISITIONS, INC., an Illinois corporation (hereinafter referred to as
"PURCHASER").
WHEREAS, Seller and Purchaser have previously entered into that certain
letter agreement dated as of March 9, 2004 (the "ORIGINAL AGREEMENT"), as
amended on April ___, 2004 (the "FIRST AMENDMENT"), for the purchase and sale of
certain property in Kansas City, Platte County, Missouri more particularly
described therein (the Original Agreement, together with the First Amendment and
this Second Amendment, are collectively referred to as the "AGREEMENT OF SALE");
and
WHEREAS, Seller and Purchaser desire to modify and amend the Agreement of
Sale in accordance with the terms and provisions of this Second Amendment.
NOW, THEREFORE, IT IS AGREED that the Agreement of Sale is hereby modified
and amended as follows:
1. SECTION 3, DUE DILIGENCE. Section 3 is hereby deleted in its entirety
and replaced with the following:
3. Purchaser, in order to secure the performance of Purchaser under
the terms and provisions of the Contract has previously delivered
to Escrowee an xxxxxxx money deposit in the amount of FIVE
HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00). Within one (1)
business day following full execution of this Second Amendment by
Purchaser and Seller, Purchaser shall deposit with the Escrowee
the additional amount of ONE MILLION AND 00/100 DOLLARS
($1,000,000.00). The $500,000.00 and the $1,000,000.00 are
collectively referred to as the "XXXXXXX MONEY DEPOSIT". The
Xxxxxxx Money Deposit shall be refundable only upon: termination
of the Agreement of Sale by Purchaser provided in writing to
Seller on or before April 21, 2004 (the "DUE DILIGENCE PERIOD"),
or upon the failure of any condition to closing, or upon the
default of Seller. Notwithstanding anything to the contrary
contained in the Agreement of Sale, if all of the conditions to
closing set forth in the Agreement of Sale have not been
satisfied on or before December 1, 2004, then either party may
terminate the Agreement of Sale and the Purchaser shall be
entitled to a full refund of the Xxxxxxx Money Deposit.
2. SECTION 14.2 LEASING CONTINGENCY. The first sentence of Section 14.2
is hereby deleted in its entirety and replaced with the following:
14.2 Purchaser and Seller agree to close this transaction, provided
that 80% of the property is occupied at the time of closing, with
all tenants occupying their space, open for business, and paying
full rent, including CAM, tax and insurance current.
3. SECTION 11, CLOSING. The first sentence of Section 11 is hereby
deleted and replaced with the following:
11. The closing shall occur through Chicago Title & Trust Company, in
Chicago, Illinois with Xxxxx Xxxxxx as Escrowee, within ten (10)
days following satisfaction of all contingencies set forth in the
Agreement of Sale ("CLOSING") at which time title to the above
property shall be marketable; i.e., free and clear of all liens,
encroachments and encumbrances.
4. Seller and Purchaser agree that this document may be signed in
counterparts and delivered by facsimile, with the same force and
effect as if all required signatures were contained in a single,
original instrument:
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
to Agreement of Sale as of the day and year first above written.
PURCHASER:
INLAND REAL ESTATE ACQUISITIONS, INC.,
An Illinois corporation (or nominee)
By: /s/ Xxx Xxxxxxx
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Xxx Xxxxxxx, its SR VP
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Date executed: 4/15/2004
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SELLER:
RED BOARDWALK, LLC and REDBARRY, L.L.C.,
each a Missouri limited liability company
By: RED BOARDWALK, LLC,
a Missouri limited liability company
By: R.E.D. XXXXX NORTH, L.L.C.,
a Missouri limited liability company,
MANAGER
By: /s/ Xxxxxx X. Xxxx
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Xxxxxx X. Xxxx,
Authorized Signatory
Date executed: 4.15.04
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