EXHIBIT 10.24
XXXXX LAND COMPANY, INC.
One Xxxxx Center
000 Xxx Xxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
July 12, 1999
Western Can Ltd.
x/x Xxxxx Xxxxxxx Xxxxxxx, Xxx.
Xxxx & Xxxx, LLP
0000 Xxxxxxxx Xxxx., Xxx. 0000
Xxx Xxxxxxx, XX 00000
Re: FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This letter agreement shall be the First Amendment to that certain Purchase
and Sale Agreement dated May 27, 1999 between Xxxxx Land Company, Inc., as
Purchaser and Western Can, Ltd., as Seller (the "Agreement"). Capitalized terms
used herein shall be as defined in the Agreement.
1. Purchase Price/Additional Deposit. Section 3.1 is amended to provide
that the total Purchase Price shall be Twenty Three Million Two Hundred Fifty
Thousand Dollars ($23,250,000). Purchaser represents to Seller that the
Additional Deposit has been deposited with the Escrow Agent, and that the total
Deposit and Additional Deposit now held by Escrow Agent is $500,000.
2. Feasibility and Environmental Inspection. Purchaser has waived all
contingencies set forth in Section 5 with the sole exception of the completion
and approval of a Phase II environmental inspection including soil borings and
samples. For that purpose alone the Feasibility Period is extended to July 22,
1999 at 5:00 pm. Should Purchaser not approve the Phase II environmental report
by notice in writing to Seller by 5:00 PM on July 22, 1999, the Agreement shall
be terminated and the Deposit, including the Additional Deposit, shall be
returned to Purchaser, less any cancellation fees payable by Purchaser under the
Agreement. If an appropriate notice is delivered, the Deposit and the
Additional Deposit shall become immediately non-refundable except as expressly
set forth in the Agreement.
3. Extension of Closing and Extension Deposit. Under Section 7.1.1, the
Extension Deposit (which shall be delivered directly to Seller) is reduced from
$250,000 to $125,000 and the period of the extension is reduced from thirty (30)
days to fifteen (15) days.
4. Release/Approval Regarding Xxxxxxxxx Lease. Purchaser hereby
unconditionally approves that certain lease extension for Xxxxxxxxx Partners as
proposed to Purchaser under a cover letter of Seller's counsel on June 3, 1999.
In addition, as a material consideration for Seller agreeing to the terms of
this Amendment, Purchaser hereby expressly waives and forever releases any and
all claims that the Purchaser may now have or hereafter acquire against Seller
from or related to the foregoing lease proposal and lease extension. The
foregoing waiver and release shall survive the Closing.
5. Confirmation. Except as modified hereby, the Agreement is ratified
and confirmed.
If the foregoing is agreeable to you please sign as indicated on a copy of
this letter agreement and return the signed copy to the undersigned.
Yours very truly,
Xxxxxxx X. Xxxxx, President
The undersigned hereby agrees to the provisions of the foregoing
First Amendment.
Western Can, Ltd.
By:
