AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "Amendment") dated as of
the 12th day of December, 2001, is made by and between Frontier Investments,
L.L.C., an Indiana limited liability company (the "Seller"), and Homes for
America Holdings, Inc., a Nevada corporation, and its successors or assigns (the
"Purchaser").
RECITALS:
R.1. Seller and Purchaser have entered into and delivered that certain Purchase
and Sale Agreement dated August 15, 2001 (the "Original Agreement"),
relating to the purchase and sale of that certain parcel of land
approximately Twenty Four and five hundredths (24.05) acres to be
subdivided from Seller's parcel of real property located in Elkhart County,
Indiana and described as part of the "Property" in the Original Agreement.
R.2. In the Original Agreement the Purchaser was obligated to make the initial
Deposit, in the amount of Twenty Five Thousand Dollars ($25,000) within two
(2) business days of the Effective Date, but the Purchaser has not yet made
that Deposit.
R.3. Purchaser is prepared to make the Deposit immediately provided that Seller
would agree that the Feasibility Period shall extend until January 15,
2002, for Purchaser to complete its investigation, and Seller has agreed to
grant that request.
NOW, THEREFORE, in consideration of the foregoing recitals and the
representations and covenants herein exchanged and other good and valuable
consideration the receipt and sufficiency of which the parties acknowledge, the
Purchaser and Seller agree as follows:
1. Extension of Feasibility Period. Section 3(c) of the Original Agreement is
hereby amended bystriking it in entirety and replacing it with the
following:
" (c) In the event that Purchaser is not satisfied, in its sole and
unreviewable judgment and discretion, with the feasibility of
Purchaser's acquisition, financing, and ownership of the Property,
Purchaser shall have the right to terminate this Agreement at any time
on or before January 15, 2002, for any reason or for no reason, within
its sole discretion (that period being the "Feasibility Period").
Unless Purchaser provides written notice of the termination pursuant
to this provision to Seller during the Feasibility Period, Purchaser
shall be deemed not to have exercised its right to terminate."
2. Deposit Dates.
(a) The parties to this Amendment acknowledge and agree that the initial
Deposit has not been made as of the date hereof but provided Purchaser
shall deposit the Deposit (in the amount of Twenty Five Thousand Dollars
($25,000)) not later than the close of business on Friday, December 14,
2001, the Agreement shall be in full force and effect as amended hereby.
(b) The Original Agreement in its ss.2(d) also required Purchaser to make the
Additional Deposit within two (2) business days after the termination of
the Feasibility Period. The parties hereby agree that the new date for
Purchaser to make that Additional Deposit shall be on or before 5:00 p.m.,
Elkhart, Indiana, time on Thursday, January 17, 2002.
3. Zoning Approval. To clarify the term "Zoning Approval" as used in the
Agreement in xx.xx. 9(f) and 10(e), it is a condition to Closing under the
Agreement that for Purchaser's planned unit development for multifamily
dwellings in accordance with Purchaser's building plan Purchaser shall have
obtained final site plan approval from the governmental agencies exercising
jurisdiction over the Property, entitling the Purchaser to commence
construction without any other zoning condition or approval required.
4. Entirety; Effect of Amendment. The recitals are incorporated as if set
forth in full herein and capitalized terms used and not otherwise defined
have the meanings as provided by the Original Agreement. This Amendment
sets forth in entirety the parties' agreement on amending the Original
Agreement and except as modified by this Amendment, all of the terms and
provisions of the Original Agreement are hereby ratified and confirmed by
Seller and Purchaser and shall remain in full force and effect.
5. Effective Date; Counterparts. This Amendment shall become effective
immediately upon its execution and delivery by both parties. To facilitate
execution, this Amendment may be executed in one or more counterparts and
it shall not be necessary that the signature of each party, or that the
signatures of all persons required to bind any party, appear on each
counterpart, but it shall be sufficient that the signature of each party,
or that the signatures of the persons required to bind any party, appear on
one or more of such counterparts. Each party by executing this Amendment
agrees that it may be delivered by facsimile transmission and relied upon
by the other party as if original counterparts were exchanged. All
counterparts of this Amendment shall be deemed originals and shall
collectively constitute but one instrument and agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed on the dates set forth beneath their respective signatures below:
SELLER:
FRONTIER INVESTMENTS, LLC
ATTEST/WITNESS:
s/s Xxxx Xxxx
--------------------------- By: --------------------------------
Xxxx X. Xxxx
Its: Managing Member
Date: December 12, 2001
PURCHASER:
HOMES FOR AMERICA HOLDINGS, INC.
ATTEST/WITNESS:
s/s Xxxxxx XxxXxxxxxx
-------------------------- By: --------------------------------
Xxxxxx X. XxxXxxxxxx
Its: President and CEO
Date: December 13, 2001
