FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
The First Amendment to Purchase and Sale Agreement (this or the "First
Amendment") is made as of this 1st day of October, 1997 by and between TBC
Kingsdale, Inc., a Massachusetts corporation ("Seller") and RRC Acquisitions,
Inc., a Florida corporation ("Purchaser").
Background
Reference is made to a certain purchase and sale agreement ("Original
Purchase and Sale Agreement") with an Effective Date of September 19, 1997 and
entered into between Seller and Purchaser. The Original Purchase and Sale
Agreement was terminated by Purchaser pursuant to a letter dated September 30,
1997 (the "Termination Letter").
The Original Purchase and Sale Agreement as modified by this First
Amendment as may be further amended or modified from time to time as referred to
herein as the "Purchase and Sale Agreement." Capitalized terms not otherwise
defined herein shall have the meaning given such term in the Original Purchase
and Sale Agreement.
Purchaser and Seller have agreed to reinstate the Purchase and Sale
Agreement and decrease the Purchase Price thereunder. In addition, as Purchaser
has not completed its environmental testing which is part of the Purchaser's due
diligence regarding the Property, Purchaser and Seller have agreed to extend the
Approval Period for the limited purposes set forth in this First Amendment,
subject to Seller's receipt of an additional Two Hundred Fifty Thousand Dollars
($250,000.00) deposit in good funds.
For $10.00 and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
Reinstatement
Notwithstanding the Termination Letter, the Original Purchase and Sale
Agreement, as amended by this First Amendment, is hereby reinstated.
Amendment
1. In Section 2.1, the words and numbers "SEVENTEEN MILLION SIX HUNDRED
FIFTY THOUSAND DOLLARS ($17,650,000.00)" are deleted and the words and numbers
"SEVENTEEN MILLION FIVE HUNDRED SEVENTY FIVE THOUSAND DOLLARS ($17,575,000.00)"
are inserted in lieu thereof.
2. In Section 3.1, the following subsection (e) is hereby inserted:
"(e) On or before 10:00 a.m. on October 2, 1997, the Purchaser
shall (a) initiate a wire transfer to the Title Company, in accordance
with wire transfer instructions provided by the Title Company, of an
additional TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000.00), which
amount shall be added to the Xxxxxxx Money previously delivered to the
Title Company by the Purchaser pursuant to this Section 3; and (2)
deliver evidence that such wire transfer has been initiated to Seller.
Seller shall have the option of terminating this Agreement if (a) the
wire transfer is not initiated or if evidence thereof is not received
by the Seller at the time and in the manner as prescribed in this
Section 3.1(e); or (b) if the full amount of the required additional
Xxxxxxx Money is not timely and fully delivered to the Title Company on
or before 2:00 p.m. on October 2, 1997."
3. In Section 4.2, the date "September 30, 1997" is hereby deleted and
the date "October 6, 1997" is hereby inserted in lieu thereof.
4. Notwithstanding the foregoing, the Purchaser has waived the right to
terminate the Purchase and Sale Agreement under Section 4.2 for any reason other
than the environmental testing of the Property. Buyer hereby waives its right to
terminate the Purchase and Sale Agreement pursuant to Section 4.2 for any reason
other than if (a) the results of the additional environmental testing of the
Property, to be performed on or before Friday, October 3, 1997, are unacceptable
to Purchaser, in its sole discretion, or (b) if the Purchaser's additional
environmental testing of the Property, to be performed on or before Friday,
October 3, 1997, results in the Purchaser being unable to bind an environmental
insurance policy acceptable to Purchaser, in its sole discretion, from Zurich
American Insurance, as applied for on September __, 1997.
5. The Closing Date, as defined in Section 6.1, shall be October 9,
1997. Notwithstanding the foregoing, all closing documents shall be delivered in
escrow to the Title Company on or before October 8, 1997 so that the only
remaining closing item is the funding of the Purchase Price.
Ratification
In all other respects the Purchase and Sale Agreement is ratified and
confirmed and in full force and effect and is otherwise unaltered and unamended.
TBC KINGSDALE, INC.
By: _________________________________
RRC ACQUISITIONS, INC.
By: _________________________________
