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SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT
("Second Amendment") dated as of the 27th day of October,
1997 is made by and between LPC COMMERCIAL SERVICES, INC.
("Purchaser") and XXXX XXXXXX REALTY INCOME PARTNERSHIP III,
L.P. ("Seller").
RECITALS:
R-1. Purchaser and Seller entered into a certain Purchase
and Sale Agreement, dated as of October 1, 1997, as
amended by that certain First Amendment to Purchase and
Sale Agreement, dated as of October 15, 1997 (together,
the "Purchase Agreement"), wherein, inter alia, Seller
has agreed to sell, and Purchaser has agreed to
purchase, certain real property and all improvements
thereon known generally as the Xxxxxxx Xxxxx Xxxxxx
Xxxxxxxxx. Xxxxxxx, Xxxxxxx.
R-2. Seller and Purchaser have agreed to (a) acknowledge
that the Due Diligence Period has expired and that
Purchaser has agreed to proceed to Closing, pursuant
and subject to the terms of the Purchase Agreement, (b)
reduce the Purchase Price as set forth herein, (c)
extend the Closing Date until November 10, 1997, and
(d) conduct the Closing in the Atlanta, Georgia office
of Holland & Knight LLP.
R-3. Purchaser has agreed to increase the Deposit by the
amount of $100,000.
AGREEMENTS:
NOW, THEREFORE, in consideration of Ten Dollars
($10.00) in hand paid from each party to the other, the
mutual convenants and agreements contained herein and other
good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Purchaser and Seller
hereby agree as follows:
1. Definitions. Unless otherwise expressly provided
herein, all capitalized terms not expressly defined herein
shall have the meanings ascribed to such terms in the
Purchase Agreement.
2. Expiration of Due Diligence Period. Purchaser and
Seller acknowledge that the Due Diligence Period has
expired. This Second Amendment shall constitute Purchaser's
notice to Seller that it has elected to purchase the
Property on and subject to the terms and conditions set
forth in the Purchase Agreement.
3. Extension of Closing Date. The Closing Date is
hereby extended from the date which is five (5) business
days after the expiration of the Due Diligence Period to
Monday, November 10, 1997 (and if such date is a holiday or
not a "business day", i.e., a national banking day, then on
the next "business day").
4. Method of Closing. Closing shall be conducted in
the Atlanta, Georgia offices of Holland & Knight LLP.
5. Increase of Deposit. Purchaser shall deposit with
Escrow Agent, by 5:00 p.m. (Eastern time) on Tuesday,
October 28, 1997, an additional deposit (the "Additional
Deposit") in the amount of One Hundred Thousand Dollars
($100,000.00). The Additional Deposit shall be added to the
Deposit and shall constitute a part of Downpayment B. The
Additional Deposit shall be invested, maintained and
disbursed as a part of Downpayment B pursuant to the terms
of the Purchase Agreement and the Escrow Agreement.
6. Reduction of Purchase Price. The Purchase Price
is hereby reduced by One Hundred Thirty Seven Thousand Five
Hundred Dollars ($137,500.00) from Nineteen Million Two
Hundred Fifty Thousand Dollars ($19,250,000.00) to Nineteen
Million One Hundred Twelve Thousand Five Hundred Dollars
($19,112,500.00). All references in the Purchase Agreement
to the Purchase Price shall mean the Purchase Price as
reduced herein.
7. Reaffirmation of Purchase Agreement. The Purchase
Agreement remains in full force and effect and Purchaser and
Seller each hereby affirm, confirm and reaffirm all and
singular, the terms of the Purchase Agreement, as amended
hereby.
8. Counterparts. This Second Agreement may be
executed in counterparts, all of which, when taken together,
shall constitute a single unified and binding instrument.
IN WITNESS WHEREOF, Purchaser and Seller have executed and
delivered this Second Amendment as of the date first
hereinabove written.
PURCHASER:
LPC COMMERCIAL SERVICES, INC.
By:
____________________________
Name: W. Xxxxx Xxxxx
Title: Vice President
SELLER:
XXXX XXXXXX REALTY INCOME
PARTNERSHIP III, L.P.
By: Xxxx Xxxxxx Realty Income
Properties III, Inc., its general partner
By:
____________________________
Name: Xxxxxx X. XxXxxxxx
Title:
