EXHIBIT 10.2
SECOND AMENDMENT TO AGREEMENT
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THIS SECOND AMENDMENT TO AGREEMENT (the "Second Amendment") made as
of the 14th day of September, 2004 by and between by and between XXXXXXXX-XXXXX
INDUSTRIES, INC., a Delaware corporation, ("Xxxxxxxx") and THACKERAY
CORPORATION, a Delaware corporation ("Thackeray") (Xxxxxxxx and Xxxxxxxxx
sometimes individually referred to as a "Seller" and sometimes collectively
referred to as the "Sellers") and EST ORLANDO, LTD. a Florida limited
partnership ("Buyer");
W I T N E S S E T H
WHEREAS, Sellers and Buyer entered into an Agreement For Purchase and
Sale with an Effective Date of July 23, 2004 and amended the same in an
Amendment to Agreement (the "First Amendment") made as the 1st day of September
2004 ( collectively, the "Agreement"); and
WHEREAS, Seller and Buyer are desirous of further amending the
Agreement in certain respects.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, and other good and valuable consideration, the parties hereto agree
as follows:
1. Definitions. Any capitalize terms herein not defined herein shall
have the meaning ascribed thereto in the Agreement.
2. Modification of Section 4.1. Section 4.1 of the Agreement is
modified to (i) delete "on September 20, 2004" and to substitute, in lieu
thereof, "on the 4th day of October, 2004" and (ii) to modify the last sentence
of the section added by the First Amendment by deleting the period at the end
thereof and adding the following language: "provided, however, that from and
after September 21, 2004, Buyer's right to terminate this Agreement under the
provisions of this section shall be limited to a failure to obtain the Lender
Approvals during the Inspection Period and for no other reason."
3. Counterparts/Signature by Facsimile. This Second Amendment may be
executed in multiple counterparts with any counterpart or grouping of
counterparts containing the signatures of all parties to constitute a whole and
an original of this Second Amendment and a facsimile signature shall be deemed
an original.
IN WITNESS WHEREOF, the parties have executed this Second Amendment
as of the date first set forth above.
SELLERS:
XXXXXXXX-XXXXX INDUSTRIES, INC.,
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxxxx
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THACKERAY CORPORATION, a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxxxxxxx
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BUYER:
EST ORLANDO, LTD., a Florida limited
partnership
By: EST ORLANDO CORPORATION, a Florida
corporation, its general partner
By: /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx, President
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