ADDENDUM TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE

Exhibit 10.6

ADDENDUM TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE

THIS ADDENDUM TO STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR PURCHASE OF REAL ESTATE (“Addendum”) is made and entered into as of this 3rd of May, 2011 by and between BFG2011 LIMITED LIABILITY COMPANY, a New Jersey limited liability company, doing business in California as “22135 ALESSANDRO, LLC” (“Buyer”), and SUPREME INDIANA OPERATIONS, INC., a Delaware corporation as successor-in-interest by merger to Supreme Properties West, Inc., a Delaware corporation (“Seller”), and is attached to and incorporated into that certain Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate (the “Form Agreement”). The Form Agreement and this Addendum are collectively referred to as the “Agreement”. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Form Agreement. To the extent that the provisions of this Addendum are inconsistent with the terms and conditions of the Form Agreement, the terms of this Addendum shall control.

1. Independent Consideration. Buyer shall deliver to Seller, concurrently with Buyer’s execution and delivery of this Agreement, the sum of $100.00 as independent consideration (the “Independent Consideration”) for Seller’s execution of this Agreement and granting to Buyer the right to inspect the Property prior to the Inspection Deadline as provided in this Agreement. The Independent Consideration shall be non-refundable to Buyer in all circumstances (including any termination of this Agreement due to a Seller default) and shall not be applicable to the Purchase Price at Closing.

2. Date and Manner of Closing. Escrow Holder shall close the Escrow, provided that all conditions to closing contained in this Agreement have been satisfied (or deemed satisfied) or waived in writing, no later than 11:00 a.m. Pacific time on May 6, 2011, by recording and delivering all documents and funds as set forth in Paragraph 8 of the Form Agreement.

3. Inspection Deadline. Notwithstanding anything to the contrary contained in the Form Agreement, Buyer shall have until the date which is one (1) day prior to Closing (the “Inspection Deadline”) to approve or disapprove any matter concerning the Property or this transaction (including, without limitation, the inspections described in Paragraph 9 of the Form Agreement and this Addendum), in Buyer’s sole and absolute discretion. If the Inspection Deadline shall fall on, or follow, a Saturday, Sunday or legal holiday, then the Inspection Deadline shall be the second business day thereafter. If Buyer fails to so notify Seller by or before the Inspection Deadline, as set forth above, then Buyer shall be deemed to have waived any Buyer Contingency which is scheduled to expire upon the Inspection Deadline. If Buyer notifies Seller by or before the Inspection Deadline of Buyer’s disapproval of any matter concerning the Property or this transaction, this Agreement shall terminate, the Deposit shall immediately be returned to Buyer, and no further obligations shall exist between the parties, except as expressly provided in this Agreement. Notwithstanding anything to the contrary contained in the Form Agreement, Seller shall have no right to cure any matter disapproved by Buyer, unless Buyer consents to such cure, in its sole and absolute discretion. The preceding sentence is not intended to impose any obligation upon Seller to cure matters disapproved by Buyer if such obligation to cure is not imposed elsewhere in this Agreement. Without limiting

Buyer’s other inspection rights under the Form Agreement, Seller, between the Date of Agreement and the Closing or the earlier termination of this Agreement, shall permit, and cooperate with, Buyer and its representatives and consultants access to the Property and Seller’s officers) for the purpose of conducting Buyer’s investigation of the Property and Seller’s books and records concerning the Property as provided in this Agreement.

4. Representations and Warranties of Seller and Disclaimers. The following representations and warranties are hereby inserted at the end of Paragraph 12.1 of the Form Agreement:

(a) Except as granted in connection with this Agreement, Seller has not entered into any executory contracts for the sale of the Property, and there do not exist any rights of first refusal or options to purchase the Property;

(b) Except as granted in connection with this Agreement, there are no leases, occupancy rights, or agreements with respect to or affecting the Property; and

(c) Seller will not during the Escrow period take or omit to take any action which would result in any material changes in or to the Property, except as required by applicable law.

5. Costs of Transaction. Notwithstanding any provision in this Agreement to the contrary, the parties agree that Seller shall be responsible for all costs and expenses relating to the purchase and sale of the Property, including, without limitation: any county or city transfer taxes relating to the purchase and sale of the Property; any escrow charges; any recording fees; any title premium costs, any loan costs (including, without limitation, any points or fees payable for any loan secured by the Property, the Buyer’s title insurance policy, the title insurance policy for Buyer’s lender, any optionee title insurance policy for Seller and any endorsements to any of the foregoing); any brokerage commissions or finder’s fees relating to the purchase and sale of the Property and the transactions contemplated herein; any diligence costs incurred by Buyer; and any costs incurred by Buyer (including, without limitation, attorneys’ fees) relating to or arising out of the preparation, negotiation and closing of this Agreement and/or any other transactions contemplated under this Agreement. This Paragraph 5 shall not be deemed to limit Paragraph 8.5 of the Form Agreement.

6. Seller’s Indemnification of Buyer. Without limiting any representations and warranties under the Agreement, Seller shall indemnify, defend and hold harmless Buyer and Buyer’s managers, members, officers, directors, employees and agents from and against any losses, damages (whether general, punitive or otherwise), liabilities, claims, causes of action, judgments and other costs and expenses, including attorneys’ fees and court costs, incurred by or liability imposed on Seller relating to or arising out the condition of the Property as of the Closing (including, without limitation, the existence of any Hazardous Materials on, under or about the Property) and/or relating to or arising out of any breach by Seller of its representations and warranties under this Agreement. The indemnification under this Paragraph shall survive the Close of Escrow. Should Seller at any time default in or fail to perform or observe any of its obligations under this Paragraph, after written notice thereof from Buyer and reasonable opportunity to cure such default or failure to perform, Buyer shall have the right, but not the duty, without limitation upon any of Buyer’s rights pursuant thereto, to perform the same, and Seller agrees to pay to Buyer,

on demand, all costs and expenses reasonably incurred by Buyer in connection therewith, including, without limitation, reasonable attorneys’ fees, together with interest from the date of expenditure at the annual rate of interest of ten percent (10%).

7. Exchange. Either party may decide to have this transaction qualify as part of a tax deferred exchange under Section 1031 of the Internal Revenue Code, in which case the other party agrees to cooperate with such exchange; provided, however, the exchanging party(ies) shall indemnify and hold the non-exchanging parties harmless from any additional third party cost or expense incurred in connection with such exchange, and no party will be required to any way act as a purchaser or seller of any property other than the Property. This indemnity and hold-harmless shall survive the Closing. The inability of any party to effect an exchange shall not relieve that party of its obligation to conclude the transactions contemplated by this Agreement. Subject to the preceding, this Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, successors and assigns.

8. Conditions to the Closing. Without limiting or modifying any conditions set forth in the Form Agreement, the parties acknowledge and agree that Buyer’s obligation to consummate the purchase of the Property are subject to the satisfaction of the following additional conditions:

(a) The issuance of (or the unconditional commitment to issue) a CLTA Standard Owner’s Policy of Title Insurance (“Title Policy”) by the Title Company insuring the interest of Buyer as owner of the Property in the full amount of the Purchase Price for the Property, showing title to the Property vested in Buyer subject only to the matters approved in writing by Buyer pursuant to Paragraph 9.1(f) of the Form Agreement.

(b) Seller’s execution and delivery of all of the documents and instruments required to consummate this purchase and sale of the Property (including, without limitation, any required grant deeds, certificates required under Section 10.2 of the Form Agreement and transfers of any licenses and/or permits pursuant to which Seller is presently operating the Property).

(c) The accuracy of all of the representations and warranties in any material respect made by Seller hereunder as of the Close of Escrow.

(d) There has been no material adverse change in the Property from or after the expiration of Buyer’s Contingencies under Paragraph 9.1 of the Form Agreement.

(e) Seller has executed a lease agreement with an option to purchase rider, and memorandum of lease, option to purchase and right of first refusal (the “Lease”) pursuant to which Seller will lease the Property from Buyer on terms and conditions acceptable to Buyer.

If and to the extent that any condition to Buyer’s obligation to consummate the purchase of the Property fails to be satisfied, then Buyer may either (i) waive such condition and proceed with the close of escrow, or (ii) terminate the Agreement in which event Buyer’s xxxxxxx money deposit shall be immediately refunded and neither party shall have any further obligation to the other party.

9. Interpretation; Facsimile Execution. This Agreement shall be deemed to have been drafted by both parties and shall not be interpreted against any person as drafter. In addition, prior drafts of this Agreement shall not be used in any way to interpret the provisions hereof. A signature on this Agreement transmitted by facsimile shall be deemed the equivalent of an original “wet” ink signature for all purposes.

10. Exhibits. Attached hereto, and incorporated herein, are the legal description of the Property and the form of the Grant Deed, as Exhibits A and B, respectively.

11. Return of Buyer’s Deposit. If the purchase and sale of the Property pursuant to this Agreement is terminated other than as a result of a material default by Buyer, then Seller shall pay to Buyer that portion of the Purchase Price delivered by Buyer to Seller outside of Escrow as shown in Paragraph 3.1(b) of the Form Agreement (“Buyer’s Deposit”); provided however, Seller’s obligation to return Buyer’s Deposit is subordinate to Seller’s obligations under an existing financing with X.X. Xxxxxx Xxxxx Bank, N.A. (“Seller’s Existing Financing”). In the event that Seller is unable to pay to Buyer the Buyer’s Deposit as a result of its obligations under Seller’s Existing Financing, Seller shall pay to Buyer the Buyer’s Deposit upon the refinance or payoff of Seller’s Existing Financing.

12. Purchase Price. The parties acknowledge that the Property presently has a value of $4,100,000.00 (the “Purchase Price”). The parties further acknowledge that there are certain aspects of this pending purchase and sale transaction (including, without limitation, no brokerage fees and the fact that the sale can be classified as a “distressed sale”) require a credit adjustment of $505,000.00 (the “Credit”) towards the Purchase Price for purposes of this Agreement. In accordance with the foregoing, the Purchase Price will be paid as follows:

(a) Total Purchase Price: $4,100,000.00;

(b) Amount previously paid by Buyer to Seller as a good faith deposit (as referenced in Paragraph 4.2 of the Form Agreement): $100,000.00;

(d) Value of Equity Interest in BFG2011 Limited Liability Company to be delivered to Buyer outside of Escrow: $495,000.00; and

(e) Amount of the Credit: $505,000.00.

IN WITNESS WHEREOF, the parties have executed this Addendum to Standard Offer, Agreement and Escrow Instructions for Purchase of Real Estate concurrently with the execution of the Standard Offer Agreement and Escrow Instructions for the Purchase of Real Estate.

BUYER:	BFG2011 Limited Liability Company,
	a New Jersey limited liability company,
	doing business in California as
	“22135 Alessandro, LLC”


	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name: Xxxxxxx X. Xxxxxxx
	Title: President


	By:	/s/ Xxx X. X. Xxxxx
	Name: Xxx X. X. Xxxxx
	Title: Secretary


SELLER:	Supreme Indiana Operations, Inc.,
	a Delaware corporation,
	as successor-in-interest by merger to Supreme Properties West, Inc., a Delaware corporation


	By:	/s/ Xxx Xxxxx
	Name: Xxx Xxxxx
	Title: President


	By:	/s/ Xxxxxxx X. Xxxx
	Name: Xxxxxxx X. Xxxx
	Title: Assistant Secretary

EXHIBIT “A”

Legal Description

The land referred to in this Agreement is in the State of California, County of Riverside and is described as follows:

PARCEL 1:

THAT PORTION OF XXX 0 XX XXXXX 00 XX XXX XXXXXXXXXX XXXXX, XX THE CITY OF XXXXXX VALLEY, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 6 PAGE 13 OF MAPS, RECORDS OF SAN BERNARDINO COUNTY, CALIFORNIA, DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE EAST LINE OF SAID LOT 2 ALONG THE SOUTH LINE OF THE NORTHERLY RECTANGULAR 60.00 FEET CONVEYED TO THE COUNTY OF RIVERSIDE PER INSTRUMENT NO. 65695, RECORDED JUNE 18, 1971, SAID POINT ALSO SHOWN AS THE NORTHEAST CORNER OF SAID LOT AND DESCRIBED WITH A “FOUND 1” I.P. AND PLASTIC PLUG RCE 13116.. .“ ON RECORD OF SURVEY RECORDED IN BOOK 84 PAGE 1, RECORDS OF RIVERSIDE COUNTY CALIFORNIA;

THENCE SOUTH 88° 42’ 32” WEST ALONG THE NORTH LINE OF SAID LOT AS SHOWN ON SAID RECORD OF SURVEY A DISTANCE OF 495.56 FEET; THENCE SOUTH 01° 17’ 29” EAST A DISTANCE OF 80.00 FEET; THENCE SOUTH 56° 38’ 33” WEST A DISTANCE OF 161.29 FEET; THENCE SOUTH 00° 12’ 45” WEST A DISTANCE OF 424.18 FEET; THENCE NORTH 88° 43’ 24” EAST A DISTANCE OF 627.22 FEET TO A POINT ALONG THE EAST LINE OF SAID LOT 2; THENCE NORTH 0° 16’ 40” EAST ALONG SAID EAST LINE A DISTANCE OF 590.05 FEET TO THE POINT OF BEGINNING AND THE END OF THIS DESCRIPTION.

SAID DESCRIPTION IS ALSO KNOWN AS PARCEL 1 OF PARCEL MAP WAIVER/CERTIFICATE OF COMPLIANCE NO. 2114, RECORDED JUNE 23, 1995 AS INSTRUMENT NO. 204095 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.

PARCEL 2:

COMMENCING AT A POINT ON THE EAST LINE OF SAID LOT 2 ALONG THE SOUTH LINE OF THE NORTHERLY RECTANGULAR 60.00 FEET CONVEYED TO THE COUNTY OF RIVERSIDE AS INSTRUMENT NO. 65695, RECORDED JUNE 18, 1971, SAID POINT ALSO SHOWN AS THE NORTHEAST CORNER OF SAID LOT AND DESCRIBED WITH A “FOUND 1” I.P. AND PLASTIC PLUG RCE 13116. .“ ON RECORD OF SURVEY RECORDED IN BOOK 84 PAGE 1, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA;

THENCE SOUTH 88° 42’ 32” WEST ALONG THE NORTH LINE OF SAID LOT AS SHOWN ON SAID RECORD OF SURVEY A DISTANCE OF 495.56 FEET; THENCE SOUTH 01° 17’ 29” EAST DISTANCE OF 80.00 FEET; THENCE SOUTH 56° 38’ 33” WEST A DISTANCE OF 161.29 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 0° 12’ 45” WEST A DISTANCE OF 424.18 FEET; THENCE NORTH 88° 43’ 24” EAST A DISTANCE OF 627.22 FEET TO A POINT ON THE EAST LINE

OF SAID LOT 2; THENCE SOUTH 00° 16’ 40” WEST ALONG SAID EAST LINE A DISTANCE OF 656.41 FEET TO THE SOUTHEAST CORNER OF SAID LOT 2; THENCE SOUTH 89° 44’ 11” WEST ALONG THE SOUTH LINE OF SAID LOT 2 A DISTANCE OF 698.00 FEET TO A POINT LYING 624.81 FEET FROM THE SOUTHWEST CORNER OF SAID LOT 2, AS MEASURED ALONG SAID SOUTH LINE; THENCE NORTH 01° 11’00” WEST A DISTANCE OF 613.83 FEET; THENCE NORTH 88° 43’ 24” EAST A DISTANCE OF 39.84 FEET; THENCE NORTH 00° 26’ 21” WEST A DISTANCE OF 455.44 FEET; THENCE SOUTH 89° 47’ 15” EAST A DISTANCE OF 52.02 FEET TO THE POINT OF BEGINNING AND THE END OF THIS DESCRIPTION.

SAID DESCRIPTION IS ALSO KNOWN AS PARCEL 4 OF PARCEL MAP WAIVER/CERTIFICATE OF COMPLIANCE NO. 2114, RECORDED JUNE 23, 1995 AS INSTRUMENT NO. 204095 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.

PARCEL 3:

AN UNDIVIDED 2/3RDS INTEREST IN AND TO THE FOLLOWING DESCRIBED PROPERTY:

COMMENCING AT A POINT ON THE EAST LINE OF SAID LOT 2 ALONG THE SOUTH LINE OF THE NORTHERLY RECTANGULAR 60.00 FEET CONVEYED TO THE COUNTY OF RIVERSIDE, AS INSTRUMENT NO. 65695 RECORDED JUNE18, 1971, SAID POINT ALSO SHOWN AS THE NORTHEAST CORNER OF SAID LOT AND DESCRIBED WITH A “FOUND 1” I.P. AND PLASTIC PLUG RCE 13116. . .“ ON RECORD OF SURVEY RECORDED IN BOOK 84 PAGE 1, RECORDS OF RIVERSIDE COUNTY, CALIFORNIA;

THENCE SOUTH 88° 42’ 32” WEST ALONG THE NORTH LINE OF SAID LOT AS SHOWN ON SAID RECORD OF SURVEY A DISTANCE OF 495.56 FEET TO THE TRUE POINT OF BEGINNING; THENCE SOUTH 01° 17’ 29” EAST A DISTANCE OF 80.00 FEET; THENCE SOUTH 56° 38’ 33” WEST A DISTANCE OF 161.29 FEET; THENCE NORTH 89° 47’ 15” WEST A DISTANCE OF 52.02 FEET; THENCE NORTH 47° 36’ 28” EAST A DISTANCE OF 170.77 FEET; THENCE NORTH 01° 17’ 29” WEST A DISTANCE OF 52.00 FEET TO A POINT ON SAID NORTH LINE; THENCE NORTH 88° 42’ 32” EAST ALONG SAID NORTH LINE A DISTANCE OF 60.00 FEET TO THE POINT OF BEGINNING AND THE END OF THIS DESCRIPTION.

SAID DESCRIPTION IS ALSO KNOWN AS PARCEL A OF PARCEL MAP WAIVER/ CERTIFICATE OF COMPLIANCE NO. 2114, RECORDED JUNE 23, 1995 AS INSTRUMENT NO. 204095 OF OFFICIAL RECORDS OF RIVERSIDE COUNTY, CALIFORNIA.

EXHIBIT “B”
Grant Deed

RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:

BFG2011 Limited Liability Company ,

doing business in California as

“22135 Alessandro, LLC”

000 Xxxxx Xxxx
Xxxx Xxxxx, XX 00000
Attention: Xxx X. X. Xxxxx

MAIL TAX STATEMENT TO:

Supreme Indiana Operations, Inc.

0000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
Attention: Xx. Xxxxxxx X. Xxxx

(Space Above Line for Recorder’s Use Only)

APN: 297-130-034-1, 297, 297-130-037-4 and 297-130-038-5

GRANT DEED

In accordance with Section 11932 of the California Revenue and Taxation Code, Grantor has declared the amount of the transfer tax which is due by a separate statement which is not being recorded with this Grant Deed.

FOR VALUE RECEIVED, SUPREME INDIANA OPERATIONS, INC., a Delaware corporation as successor-in-interest by merger to Supreme Properties West, Inc., a Delaware corporation (“Grantor”), grants to BFG2011 LIMITED LIABILITY COMPANY, a New Jersey limited liability company, doing business in California as “22135 ALESSANDRO, LLC” (“Grantee”), all that certain real property situated in the City of Xxxxxx Valley, County of Riverside, State of California, described on Schedule 1 attached hereto and by this reference incorporated herein (the “Property”).

IN WITNESS WHEREOF, the Grantor has executed this Grant Deed as of April , 2011.

	SUPREME INDIANA OPERATIONS, INC., a Delaware corporation as successor-in-interest by merger to Supreme Properties West, Inc., a Delaware corporation

	By:
	Name:		Xxx Xxxxx
	Title:		President


	By:
	Name:		Xxxxxxx X. Xxxx
	Title:		Assistant Secretary

STATE OF	)
	)	ss.
COUNTY OF	)

On April , 2011 before me, , Notary Public, personally appeared Xxx Xxxxx, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that she executed the same in her authorized capacity, and that by her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature

(Seal)

STATE OF	)
	)	ss.
COUNTY OF	)

On April , 2011 before me, , Notary Public, personally appeared Xxxxxxx X. Xxxx, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.