SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment")
dated as of the 4th day of June, 2001, is made by and between Xxxx / Xxxx
Partnership, a Florida general partnership (the "Seller"), and Homes for America
Holdings, Inc., a Nevada corporation, and its successors or assigns (the
"Purchaser").
RECITALS:
R.1. Seller and Purchaser have entered into and commenced performance under that
certain Agreement of Purchase and Sale dated as of December 15, 2000 (the
"Original Agreement"), made effective on December 26, 2000, relating to the
purchase and sale of that certain parcel of land located at 0000 Xxxxx
Xxxxxx, Xxxx Xxxxx, Xxxxxxx 00000, and described as part of the "Property"
in the Original Agreement.
R.2. The parties have further amended the Original Agreement by that certain
Amendment to Purchase and Sale Agreement dated March 26, 2001, and by a
Letter Amendment dated May 24, 2001, extending the Feasibility Period to
June 4, 2001.
R.3. Purchaser has determined during its due diligence investigation that
proceeding with the acquisition of the Property would be feasible provided
Purchaser obtains from the City of Fort Xxxxxx, Florida, redevelopment
financing in the amount of Three Million Dollars ($3,000,000), but
Purchaser will not receive formal approval from the governmental authority
for such financing until at least June 21, 2001, at the next meeting of the
Downtown Redevelopment Agency which is the advisory group to the City
governing body.
R.4. The parties have agreed to extend the Feasibility Period and the date for
Closing as described herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the
representations and covenants herein exchanged and other good and valuable
consideration the receipt and sufficiency of which the parties acknowledge, the
Purchaser and Seller agree as follows:
1. Extension of Feasibility Period. Section 2(d)3(c) of the Original Agreement
is hereby amended by adding the following:
"The Feasibility Period at any time is hereby extended to the date fifteen (15)
days after the approval by resolution or final report of the Downtown
Redevelopment Agency of Fort Xxxxxx, Florida, recommending to the City of Fort
Xxxxxx, Florida (the "City"), that it provide by agreement with Purchaser the
sum of Three Million Dollars ($3,000,000) in redevelopment financing (apart from
impact fees, which the City shall waive, and the costs of bringing utilities to
the Property) (the "Approval Recommendation")."
2. Extension of Closing; Termination.
(a) Section 5(a)3(c) of the Original Agreement is hereby amended by
striking in its first sentence "the date sixty (60) days after the
termination of the Feasibility Period" and replacing it with the
following:
"the date thirty (30) days after the City of Fort Xxxxxx, Florida (the "City"),
enters into a binding agreement with Purchaser to provide Three Million Dollars
($3,000,000) in redevelopment financing for the Property on the terms and
conditions described in the Approval Recommendation (or such other terms as
accepted by Purchaser) (the "Financing Agreement")."
Exhibit 10.29.1 - Page 1
(b) In the event after diligent application by Purchaser after the
Approval Recommendation the City does not enter into the Financing
Agreement, the Purchaser shall have the right to terminate the
Agreement in which event the Deposit shall be returned to Purchaser
and neither party will have any further liability to the other.
3. Entirety; Effect of Amendment. The recitals are incorporated as if set
forth in full herein and capitalized terms used and not otherwise defined
have the meanings as provided by the Original Agreement. This Amendment
sets forth in entirety the parties' agreement on amending the Original
Agreement and except as modified by this Amendment, all of the terms and
provisions of the Original Agreement are hereby ratified and confirmed by
Seller and Purchaser and shall remain in full force and effect.
4. Effective Date; Counterparts. This Amendment shall become effective
immediately upon its execution and delivery by both parties. To facilitate
execution, this Amendment may be executed in one or more counterparts and
it shall not be necessary that the signature of each party, or that the
signatures of all persons required to bind any party, appear on each
counterpart, but it shall be sufficient that the signature of each party,
or that the signatures of the persons required to bind any party, appear on
one or more of such counterparts. Each party by executing this Amendment
agrees that it may be delivered by facsimile transmission and relied upon
by the other party as if original counterparts were exchanged. All
counterparts of this Amendment shall be deemed originals and shall
collectively constitute but one instrument and agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed
on the dates set forth beneath their respective signatures below:
SELLER:
XXXX / XXXX PARTNERSHIP
ATTEST/WITNESS:
s/s Xxxxx Xxxx
By: --------------------------------
Xxxxx X. Xxxx
Its: General Partner
Date: June 4, 2001
PURCHASER:
HOMES FOR AMERICA HOLDINGS, INC.
ATTEST/WITNESS:
s/s Xxxxxx Xxxx
By: --------------------------------
Xxxxxx X. Xxxx
Its: Vice President and COO
Date: June 4, 2001
Exhibit 10.29.1 - Page 2
