Second Amendment To Purchase and Sale Agreement And Joint Escrow Instructions (TSG — LITTLE VALLEY)
Exhibit
10.3
Second Amendment To
Purchase and Sale Agreement
And Joint Escrow Instructions
(TSG — LITTLE VALLEY)
Purchase and Sale Agreement
And Joint Escrow Instructions
(TSG — LITTLE VALLEY)
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW
INSTRUCTIONS (this “Amendment”), dated as of October 15, 2009, is by and between TSG
LITTLE VALLEY, LP, a California limited partnership
(“Seller”), and SPT-LAKE ELSINORE HOLDING CO.,
LLC (“Buyer”) (as successor-in-interest by assignment to Xxxxxxx Advisors, L.P., a Delaware limited
partnership), and amends that certain Purchase and Sale Agreement and Joint Escrow Instructions
dated as of September 30, 2008, as previously amended (as amended, the “Agreement”). Capitalized
terms used herein shall have the meanings given them in the Agreement.
Seller and Buyer agree to amend the Agreement as follows:
Two Million Nine Hundred Thousand Dollars ($2,900,000.00) of the Purchase Price shall be paid
by Buyer’s execution and delivery into Escrow of (i) an All-Inclusive Purchase Money Note Secured
by Deed of Trust in favor of Seller as Payee therein, in the principal amount of Two Million Nine
Hundred Thousand Dollars ($2,900,000.00), and (ii) an All-Inclusive Deed of Trust executed by Buyer
in favor of Seller as Beneficiary therein, securing the foregoing All-Inclusive Purchase Money
Note.
In all other respects the Agreement shall remain unmodified and in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first
above written.
SELLER: | TSG LITTLE VALLEY, L.P., a California limited partnership | |||||||||||
By: | Pelaton Partners, Inc., a California limited partnership | |||||||||||
By: | Portfolio Partners, Inc., a California corporation | |||||||||||
By: | /s/ Xxxxxx X. Xxxxxx | |||||||||||
Xxxxxx X. Xxxxxx, President | ||||||||||||
XXXXXXX ADVISORS, L.P. a Delaware limited partnership | ||||||||||||
By: | The Shopoff
Corporation, a Delaware corporation, Its General Partner |
|||||||||||
By: | /s/ Xxxxxxx X. Xxxxxxx | |||||||||||
Xxxxxxx X. Xxxxxxx, President |