Exhibit 10.8
FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT
THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this "First Amendment")
is made and entered into to be effective as of the 4th day of June, 1999, by and
between P & H PROPERTIES, L.L.C., AN OKLAHOMA LIMITED LIABILITY COMPANY
("Purchaser"), and XXXXXX XXXXXXX XXXXXXX REAL ESTATE ASSOCIATES III, A NEW YORK
LIMITED PARTNERSHIP ("Seller").
RECITALS:
A. On May 18, 1999, Purchaser and Seller entered into a certain Purchase
and Sale Contract regarding certain real property located in the City of Tulsa,
Tulsa County, State of Oklahoma, more particularly described on Exhibit "A-1", a
copy of which is attached hereto and incorporated herein by reference (the
"Contract").
B. The parties desire to amend the Contract all as set forth with more
particularity herein below.
NOW, THEREFORE, in consideration of the foregoing, the adequacy and receipt
of which is hereby acknowledged as consideration, the parties do hereby agree as
follows:
1. All the capitalized terms used in this Second Amendment shall have the
meaning ascribed to them in the Purchase Contract unless otherwise defined
herein.
2. The first two lines of Section 3.1 of the Purchase Contract are hereby
deleted in their entirety and replaced with the following:
3.1 The total purchase price (the "Purchase Price") for the Property shall
be Two Million Two Hundred Fifty Thousand and No/100 Dollars ($2,250,000.00),
which shall be paid by Purchaser as follows:
3. Article 10, Brokerage, of the Contract is hereby amended by deleting
Sections 10.1 and 10.2 in their entirety and replaced with the following:
10.1 Seller has agreed, pursuant to a separate agreement, to pay Xxxx Xxxxx
or the Xxxxx Group at Closing, a real estate commission with respect to this
transaction. Additionally, Seller has agreed to pay Commercial Management
Group, Inc. at Closing, real estate commission in the amount of $50,000. Xxxxx
Group and Commercial Management Group, Inc. are sometimes collectively referred
to as the "Brokers". Each party represents and warrants to the other that it
has incurred no other obligations for the payment of any commissions with
respect to this transaction, finder's fees or other monies due to any other
person or entity by virtue of this transaction. Each party shall indemnify and
hold the other harmless from and against any and all loss, costs, liability or
expense (including, without limitation, attorneys' fees and court costs)
resulting from any claim for any fee, commission or similar payment made by any
broker, agent, finder or salesman in connection with this transaction, claiming
by, or through or under the indemnifying party.
10.2 The Brokers shall not be deemed to be a party or third party beneficiary of
this Purchase Contract. Xxxxxx X. Xxxxxxxx hereby discloses that he is a
principle in Commercial Management Group and the Purchaser and that this
disclosure is intended to comply with the requirements of the rules and
regulations of the Oklahoma Real Estate Commission.
4. Except as amended hereby, all the other terms, conditions and
provisions of the Purchase Contract are hereby ratified, affirmed and adopted.
IN WITNESS WHEREOF, this First Amendment has been executed as of (but not
necessarily on) the date and year first above written.
P & H PROPERTIES, L.L.C.,
AN OKLAHOMA LIMITED LIABILITY COMPANY
By: _____________________________________
Xxxxxx X. Xxxxxxxx
Its Member/Manager
"PURCHASER"
XXXXXX XXXXXXX XXXXXXX REAL ESTATE ASSOCIATES III,
A NEW YORK LIMITED PARTNERSHIP
By: DBL PROPERTIES CORPORATION,
A NEW YORK CORPORATION,
ITS GENERAL PARTNER
By: _______________________________
Name:_______________________
Title: Its ______ President
"SELLER"
I:\PhillipsRobert\Perimeter Center-RET\second4.doc
EXHIBIT "A-1"
(LEGAL DESCRIPTION)
