FIRST AMENDMENT TO REAL ESTATE SALE AGREEMENT
FIRST
AMENDMENT TO REAL
ESTATE SALE AGREEMENT
THIS FIRST AMENDMENT TO REAL ESTATE SALE AGREEMENT (the “Amendment”) is made as of this 12th day of October, 2012, between MCW-RC III XXXXXX LANDING, LLC, a Delaware limited liability company (“Xxxxxx Landing”), MCW-RC III KLEINWOOD CENTER, L.P., a Texas limited partnership (“Kleinwood”), MCW-RC III VINEYARD SHOPPING CENTER, LLC, a Delaware limited liability company (“Vineyard”), REGENCY REALTY GROUP, INC., a Florida corporation (“Regency”) (collectively referred to herein as “Seller”), and THE XXXXXXXX XXXXXX GROUP LLC, an Ohio limited liability company (referred to herein as “Buyer”).
RECITALS:
A. Buyer, Xxxxxx Landing, Kleinwood, and Vineyard previously executed that certain Real Estate Sale Agreement dated October 4, 2012 (the “Agreement”), for the purchase and sale of certain improved property more particularly described in the Agreement.
X. Xxxxxx Landing, Kleinwood, and Vineyard are the owners of the Real Property as defined in the Agreement.
C. During the due diligence review of the Property, it was determined that an outparcel more particularly described in Exhibit “A”, which is owned by Regency, was unintentionally left out of the legal description of the Real Property (the “Regency Outparcel”).
D. Buyer and Seller wish to amend the Agreement so that the Regency Outparcel is included in the legal description of the Real Property.
E. Buyer and Seller have reached an agreement to amend the terms of the Agreement as hereinafter set forth.
F. Except as otherwise expressly provided for herein, capitalized terms used herein shall have the same meaning as set forth in the Agreement.
NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt of which is hereby acknowledged, Buyer and Seller acknowledge and agree as follows:
1. The Agreement is hereby amended so that the term “Real Property”, as defined in the Agreement, shall include the Regency Outparcel.
2. The Agreement is hereby amended so that the term “Seller”, as defined in the Agreement, shall mean Xxxxxx Landing, Kleinwood, Vineyard and Regency, respectively, solely with respect to the portion of the Real Property to which such Seller holds fee simple title.
3. Each of the Seller’s covenants, warranties and representations set forth in the Agreement shall be deemed made by Xxxxxx Landing, Kleinwood, Vineyard, and Regency, respectively, solely with respect to the portion of the Overall Property to which such Seller holds fee simple title.
4. Regency joins in the execution of this Agreement in order to evidence its ratification of the Agreement as “Seller”, and Regency agrees to be bound by the Seller obligations under the Agreement as contemplated herein.
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5. The remaining terms and conditions of the Agreement remain in full force and effect.
6. This Agreement may be executed by the parties hereto individually or in combination, in one or more counterparts, each of which shall be an original and all of which will constitute one and the same Agreement.
7. The parties hereby agree that an executed facsimile or pdf copy of this Agreement may be transmitted to either party and be deemed an original for purposes hereof.
SIGNATURES BEGIN ON FOLLOWING PAGE
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
“XXXXXX LANDING”
MCW-RC III XXXXXX LANDING, LLC, a Delaware limited liability company
By: Macquarie CountryWide-Regency III, LLC, a
Delaware limited liability company
Its: Sole Member
By: Macquarie-Regency Management, LLC, a
Delaware limited liability company
Its: Managing Member
By: Regency Centers, L.P., a Delaware
limited partnership
Its: Managing Member
By: Regency Centers Corporation, a
Florida corporation
Its: General Partner
By: /s/ Xxxxx Argalas__________________
Name: Xxxxx Xxxxxxx
Its: Senior Vice President
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“KLEINWOOD”
MCW-RC III KLEINWOOD CENTER, L.P., a Texas limited partnership
By: MCW-RC III Kleinwood GP, LLC, a Delaware limited liability company
Its: General Partner
By: Macquarie CountryWide-Regency III,
LLC, a Delaware limited liability
company
Its: Sole Member
By: Macquarie-Regency Management,
LLC, a Delaware limited liability
company
Its: Managing Member
By: Regency Centers, L.P., a
Delaware limited partnership
Its: Managing Member
By: Regency Centers Corporation,
a Florida corporation
Its: General Partner
By: /s/ Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Its: Senior Vice President
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“VINEYARD”
MCW-RC III VINEYARD SHOPPING CENTER, LLC., a Delaware limited liability company
By: Macquarie CountryWide-Regency III, LLC, a
Delaware limited liability company
Its: Member
By: Macquarie-Regency Management, LLC, a
Delaware limited liability company
Its: Managing Member
By: Regency Centers, L.P., a Delaware
limited partnership
Its: Managing Member
By: Regency Centers Corporation,
a Florida corporation
Its: General Partner
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Its: Senior Vice President
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“REGENCY
REGENCY REALTY GROUP, INC., a Florida corporation
By:__/s/ Xxxxx Argalas__________________
Name: Xxxxx Xxxxxxx
Its: Senior Vice President
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“BUYER”
THE XXXXXXXX XXXXXX GROUP LLC, an Ohio limited liability company By: Xxxxxxxx Xxxxxx Limited Partnership, a Delaware limited partnership, Its: Managing Member By: Xxxxxxxx Xxxxxx & Company, Inc., a Maryland corporation, Its: General Partner By: /s/ Xxxxxx X. Xxxxx Name:________________ Its:___________________
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Exhibit “A”
Regency Outparcel as shown on the attached Exhibit “B”
Tax Parcel #:001800-01-051
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