Exhibit 2
REINSTATEMENT AGREEMENT
THIS REINSTATEMENT AGREEMENT is dated this 20th day December, 2000, by
and between REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP-II ("Seller") and
XXXXXXX XXXXXX, on behalf of an entity to be named and without personal
liability ("Buyer").
WHEREAS, Seller and Buyer entered into a Real Estate Purchase Agreement
(the "Agreement") as of November 13, 2000 for the sale and purchase of Fox Xxxx
Apartments located in Xxxxxxxxxx County, Ohio; and
WHEREAS, Buyer has previously terminated said Agreement pursuant to its
due diligence termination rights set forth in Section 3 of the aforesaid
Agreement; and
WHEREAS, the parties wish to reinstate said Agreement based on certain
mutual agreements.
NOW, THEREFORE, in consideration of the mutual agreements of the
parties, Seller and Buyer agree as follows:
1. The Agreement is hereby reinstated and shall be effective in all of
its terms and conditions except as set forth hereinbelow.
2. The Purchase Price set forth in Section 1 of the Agreement is amended
to Seven Million Six Hundred Thousand Dollars ($7,600,000.00). The amount due at
closing shall be Seven Million Four Hundred Fifty Thousand Dollars
($7,450,000.00) and the total due at closing is Seven Million Six Hundred
Thousand Dollars ($7,600,000.00).
3. The Closing Date set forth in Section 2(a) is amended to take place
within Fifteen (15) days of the satisfaction of Buyer's finance contingency set
forth in Section 3(b) below.
4. Buyer acknowledges that it has completed its due diligence
investigation under Section 3A of the Agreement and hereby waives said
contingency.
5. With respect to Section 3(b) of the Agreement, Buyer's application
for approval of the assumption by Buyer of Seller's existing first mortgage as
set forth therein shall be conducted and completed through an affiliate of the
Seller, U.S. Capital and formal application and other documentation shall be
submitted through U.S. Capital. Buyer shall submit its application to U.S.
Capital by December 22, 2000. If said approval is not obtained within thirty
(30) days of December 20, 2000, either party may terminate this Agreement upon
written notice to the other, in which event the Deposit shall be returned to
Buyer and neither party shall have any further liability to the other. All other
terms and provisions of the financing contingency not otherwise amended herein
shall remain unchanged.
6. Section 3(C) of the Agreement is amended to delete reference to the
closing of the sale and purchase of Camelot East Apartments, Countrybrook
Apartments and Brookshires Apartments. The sole remaining contingency shall be
the contingency of Buyer closing the sale and purchase of Carriage House
Apartments.
7. Section 4(b) is amended to provide that Buyer will provide a copy of
the title commitment to Seller within 15 days after execution of this
Reinstatement Agreement. Further, the time for objection to any matters on an
updated survey shall be extended to a period of time within 30 days from the
execution of this Reinstatement Agreement.
8. Seller acknowledges that Xxxxxxxxxx Investments, Seller's broker, has
agreed to reduce its commissions for this transaction by the sum of $20,000.00
which sum shall be a credit against the cash due at closing from Buyer.
9. All other terms and conditions of the Agreement are otherwise
confirmed and ratified.
10. Buyer agrees to resubmit the entire Xxxxxxx Money called for in the
Agreement to the Escrow Agent named in the Agreement within two (2) days of the
date of this Reinstatement.
IN WITNESS WHEREOF, the parties have executed this Reinstatement
Agreement as of this _____ day of December, 2000.
REALMARK PROPERTY INVESTORS
LIMITED PARTNERSHIP-II
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/ Xxxxxxx Xxxxxx
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XXXXXXX XXXXXX, As Agent for An Entity to Be Formed
