0001047469-03-007326 Sample Contracts

AGREEMENT OF PURCHASE AND SALE OF PARTNERSHIP INTEREST
Agreement of Purchase and Sale of Partnership Interest • February 28th, 2003 • Griffin Land & Nurseries Inc • Retail-building materials, hardware, garden supply • Connecticut

This AGREEMENT OF PURCHASE AND SALE OF PARTNERSHIP INTEREST (this "Agreement") is made and entered into as of this 5th day of December, 2002 by and between USAA REAL ESTATE COMPANY, a Texas corporation having an office at 9830 Colonnade Boulevard, Suite 600, San Antonio, Texas 78230 (hereinafter referred to as the "Seller") and GRIFFIN LAND & NURSERIES, INC., a Delaware corporation having an office at 204 West Newberry Road, Bloomfield, Connecticut 06002 (hereinafter referred to as the "Purchaser").

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SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • February 28th, 2003 • Griffin Land & Nurseries Inc • Retail-building materials, hardware, garden supply • Connecticut

SECOND AMENDMENT AGREEMENT (this "Amendment Agreement") dated as of January 31, 2003 by and between Griffin Land & Nurseries, Inc. (the "Borrower") and Fleet National Bank (the "Bank"), amending a certain Credit Agreement dated as of February 8, 2002 between the Borrower and the Bank, as amended by an Amendment Agreement dated as of August 31, 2002 (as amended, the "Credit Agreement").

OPEN-END MORTGAGE DEED AND SECURITY AGREEMENT
Deed and Security Agreement • February 28th, 2003 • Griffin Land & Nurseries Inc • Retail-building materials, hardware, garden supply • Connecticut

THIS OPEN-END MORTGAGE DEED AND SECURITY AGREEMENT made as of the 17th day of December, 2002 (this "Mortgage"), by GRIFFIN CENTER DEVELOPMENT IV, LLC, a Connecticut limited liability company having an address at 204 West Newberry Road, Bloomfield, Connecticut 06002 ("Mortgagor"), in favor of WEBSTER BANK, a federal savings bank chartered under the laws of the United States of America having its principal place of business at 145 Bank Street, Waterbury, Connecticut 06702 ("Mortgagee").

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