Exhibit 10.19-A
FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT
This First Amendment to Purchase and Sale Agreement entered into as of
September 12, 1997, by and between PGA GOLF DEVELOPMENT, INC. ("Seller"), and
VISTANA PSL, INC. ("Purchaser").
W I T N E S S E T H:
Whereas, Seller and Purchaser entered into a Purchase and Sale Agreement
("Vistana Agreement") dated as of August 12, 1997, for the purchase of the
Vistana Property, as defined in the Vistana Agreement; and
Whereas, Seller, as Purchaser, and Callaway Land & Cattle Co. Limited
Partnership ("CLC"), as Seller, entered into a Commercial Land Acquisition
Agreement (the "CLC Agreement") dated as of August 12, 1997 in connection with
the purchase by Seller of the Option Parcel as defined in the Vistana Agreement;
and
Whereas, the Vistana Property is a portion of the Option Property; and
Whereas, CLC, Seller and Purchaser have agreed that CLC shall transfer and
convey directly to Purchaser all of its rights, title and interest in and to the
Vistana Property; and
Whereas, Seller and Purchaser have agreed to extend the Closing.
W I T N E S S E T H:
Now, therefore, for and in consideration of the mutual covenants contained
herein and in consideration of the sum of ten ($10) dollars paid by each party
to the other, the receipt and sufficiency of same hereby acknowledged, the
parties agree as follows:
1. All terms used herein shall have the same meaning as those used
in the Vistana Agreement.
2. On the date of Closing, CLC shall convey to Purchaser all of
CLC's rights, title and interest in and to that certain real property described
in Exhibit A attached hereto. All references in the Vistana Agreement to Vistana
Property shall mean the land described in Exhibit A attached hereto.
3. The legal description of the Initial Development Parcel is
attached hereto as Exhibit B and made a part hereof.
4. The Closing shall take place on September 17, 1997.
5. The site plan for the Initial Development Parcel is attached
hereto as Exhibit C and made a part hereof.
6. Except as specifically modified hereby, all terms and conditions
of the Vistana Agreement shall remain the same and Seller and Purchaser ratify
and confirm such terms and conditions.
7. This First Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same document.
Executed as of September 12, 1997 by Seller and Purchaser.
Signed, sealed and delivered "Seller"
in the presence of:
PGA GOLF DEVELOPMENT, INC., a
Florida corporation
/s/ Xxxxxxx Xxxxx By: /s/ Xxx X. Xxxxxx
------------------------------- ----------------------------
Print Name: Xxxxxxx Xxxxx Name: Xxx X. Xxxxxx
-------------------- Its: President/Chief Executive Officer
-------------------------------
Print Name:
--------------------
"Purchaser"
VISTANA PSL, INC., a Florida
corporation
/s/ Xxxx Xxxxxxx By:/s/ Xxxxx Xxxxx
---------------------------- ---------------------------
Print Name: Xxxx Xxxxxxx Name: Xxxxx Xxxxx
----------------- Its: Senior Vice President - Law
/s/ Xxxxx Xx Xxxxxx
----------------------------
Print Name: Xxxxx Xx Xxxxxx
-----------------
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