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EXHIBIT 2.3
SECOND AMENDMENT TO AGREEMENT OF PURCHASE AND SALE DATED MARCH 23, 1998 BY AND
BETWEEN XXXXXXXXX XXXXXX AND XXXXXX XXXXXX, AS TRUSTEES OF THE XXXXXX XXXXXX AND
XXXXXXXXX XXXXXX INTER VIVOS REVOCABLE TRUST DATED JULY 20, 1995, AS SELLER AND
THE PEREGRINE REAL ESTATE TRUST AS BUYER
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June 22, 1998
The Peregrine Real Estate Trust
0000 Xxxxx Xxx, Xxxxx 000
Xxxxxxxxxx, XX 00000-0000
Attn: Xx. Xxxxx Xxxxx
Xxxxxx XX. Xxxxxxx, Esq.
Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP
000 Xxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Re: Agreement of Purchase and Sale/Holiday Inn, Concord,
California
To Peregrine Real Estate Trust and Xx. Xxxxxxx.
Confirming our conversations, pursuant to that certain Agreement of
Purchase and Sale dated as of March 23, 1998 between The Peregrine Real Estate
Trust ("Purchaser") and Xxxxxxxxx Xxxxxx and Xxxxxx Xxxxxx, as Trustees of the
Xxxxxx Xxxxxx and Xxxxxxxxx Xxxxxx Inter Vivos Revocable Trust dated 7/20/95
("Seller"), as amended by that certain side letter agreement dated May 18, 1998
(collectively, the "Agreement"), Purchaser and Seller hereby agree as follows:
1. Effective as of the date of this letter agreement, the parties
hereto elect to reinstate the Agreement as modified by this letter
agreement.
2. Section 12.15 of the Agreement shall be amended as follows:
(a) All references in Section 12.15 to "Title Company" shall
be amended to refer to "Bank of San Francisco, 550 Xxxxxxxxxx
Street, 10th Floor, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000."
(b) Section 12.15 (d) shall be amended by deleting the
reference to "Ten Thousand Dollars ($10,000)" and replacing with
"Twenty Thousand Dollars ($20,000").
3. Notwithstanding the 10 day provision contained therein,
effective as of the date of this agreement, the closing date
referred to in Section 9.1 of the Agreement shall be July 1, 1998.
4. Buyer notifies Seller that all of the conditions contained in
3.1 of the above referenced Agreement of Purchase have been
fulfilled and said conditions are waived.
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The Peregrine Real Estate Trust
Xxxxxx XX. Xxxxxxx, Esq
June 22, 1998
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5. In the event that Purchaser does not elect to proceed with the
purchase of the Property in accordance with the terms of the
Agreement, as amended by this letter agreement, the Deposit and any
accrued interest thereon, shall be promptly returned to Purchaser.
Please confirm Buyer's agreement to the terms of this letter
agreement by executing a copy hereof and return the original via overnight
courier and a copy via facsimile to Xxx X. Xxxxx.
Except as modified hereby, the Agreement shall remain in full force
and effect. All capitalized terms used herein, which have defined meanings in
the Agreement, shall have the same defined meanings herein. This letter
agreement may be executed in counterparts.
We sincerely appreciate your cooperation in this matter.
Very truly yours,
XXXXXX XXXXXX AND XXXXXXXXX
XXXXXX, AS TRUSTEES OF THE XXXXXX
XXXXXX AND XXXXXXXXX XXXXXX
INTER VIVOS REVOCABLE TRUST
DATED 7/20/95
XXXXXX XXXXXX
XXXXXXXXX XXXXXX
cc: Xxx X. Xxxxx, Esq.
We agree to the terms and conditions of this letter agreement.
THE PEREGRINE REAL ESTATE TRUST
By:______________________________________
ITS:_____________________________________
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