Amendment to Agreement to Purchase and Sell between JCC Fulton Development, L.L.C. and 3CP Associates, L.L.C.
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This amendment updates the original agreement between JCC Fulton Development, L.L.C. (Seller) and 3CP Associates, L.L.C. (Purchaser) for the sale of property in New Orleans. It extends the deadline for obtaining lender consent to as late as June 30, 2001, and allows either party to terminate the agreement if consent is not obtained, with the Purchaser entitled to a refund and reimbursement of certain expenses. The amendment also revises the inspection period terms, giving the Purchaser 45 days to inspect the property after lender consent or the deadline, whichever is earlier.
EX-10.53 6 ex10-53.txt AMENDMENT TO AGREEMENT TO PURCHASE AND SELL 1 EXHIBIT 10.53 AMENDMENT TO AGREEMENT TO PURCHASE AND SELL WHEREAS, JCC Fulton Development, L.L.C., a Louisiana limited liability company ("Seller"), and WI Acquisition Corporation, a Delaware corporation ("Purchaser"), did enter into that certain Agreement to Purchase and Sell dated February 14, 2000 (the "Agreement"), for the sale of Lot 3CP, Second Municipal District of the City of New Orleans, Orleans Parish, Louisiana, on terms and conditions more fully set forth therein; WHEREAS, Purchaser did assign to 3CP Associates, L.L.C., a Louisiana limited liability company (now substituted as "Purchaser") all of its right, title and interest in and to the Agreement by that certain Assignment and Assumption of Agreement to Purchase and Sell effective as of April 17, 2000; WHEREAS, Seller and Purchaser have extended the expiration of the Inspection Period (as defined in the Agreement) from time to time to July 20, 2000, and desire to further extend the Inspection Period as hereinafter set forth; and WHEREAS, Seller and Purchaser also desire to amend this Agreement in certain particulars as hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and warranties hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows: 1) Capitalized terms utilized herein and not otherwise defined herein shall have the meaning ascribed to them in the Agreement. 2) Section 6.4 of the agreement, "Lender Consent," is hereby deleted in its entirety as written, and amended to read as follows: "6.4 Lender Consent. (A) Seller shall take all reasonable efforts to obtain the Lender Consent on or before December 31, 2000 (the "Lender Consent Deadline"). Seller and Purchaser shall each have the option of extending the Lender Consent Deadline one or more times to a date not later than June 30, 2001. If either party elects to extend the Lender Consent Deadline as described in the preceding sentence, such party shall give the other party written notice of such extension in accordance with Section 14.3 of the Agreement, prior to the expiration of the Lender Consent Deadline (as the same may be extended from time to time). If the Lender Consent Deadline is extended as provided in this Section 6.4, the definition of "Lender Consent Deadline" shall be automatically revised to mean the date specified in any such notice made in compliance with this Section 6.4(A). (B) If Seller fails to obtain timely the Lender Consent, either Purchaser or Seller may terminate this Agreement upon written notice to the other party, and if either party so elects to terminate this Agreement, Purchaser shall be entitled to a return of the Deposit and the Additional Deposit, if any, and, in addition, Seller shall reimburse Purchaser for all of Purchaser's actual, out-of-pocket expenses incurred in connection with the Transaction in the amount set forth on Exhibit "A" attached hereto and made a part hereof. Seller's obligation to reimburse Purchaser for such expenses shall be subject to Sellers's audit and verification of 2 Amendment to Agreement to Purchase and Sell Page 2 invoices for expenses incurred in connection with the Transaction as shown on Exhibit "A" attached hereto. 3) Section 8.1 of the Agreement, "Purchaser's Inspections," is hereby deleted in its entirety as written, and amended to read as follows: "8.1 Purchaser's Inspections. Seller agrees that Purchaser shall have forty-five (45) days after (i) receipt of notice from Seller that the Lender Consent has been obtained or (ii) the Lender Consent Deadline, whichever is earlier, to conduct inspections of the Property ("Inspection Period"), including, without limitation, environmental audits, wetlands determinations, appraisals, zoning, economic and engineering feasibility studies, soil tests, and such other inspections as Purchaser deems necessary to satisfy itself with respect to Seller's title and the condition of the Property. Seller understands and agrees that Purchaser and its respective employees, agents, and representatives may find it appropriate to contact Governmental Authorities in connection with the result of Purchaser's Inspections to the Property. Purchaser's sole remedy for any defects in the Property discovered during the Inspection Period will be its termination rights established in Section 8.5." 4) The "Effective Date" of this Amendment shall be the date on which this Amendment is last executed by either Seller or Purchaser. 5) Except as specifically amended hereby, all other terms and provisions of the Agreement, as previously amended, remain in full force and effect and are hereby ratified and confirmed in all respects. This Amendment may be executed in multiple identical counterparts. If so executed, each such counterpart is to be deemed an original for all purposes, and all such counterparts shall collectively constitute one agreement. (Signature Page Follows) 3 Amendment to Agreement to Purchase and Sell Page 3 IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement on the dates set forth below. Seller JCC FULTON DEVELOPMENT, L.L.C., a Louisiana limited liability company Date July 20, 2000 By: /s/ THOMAS M. MORGAN -------- ------------------------------------- Name: Thomas M. Morgan Title: V.P. Purchaser: 3CP ASSOCIATES, L.L.C., a Louisiana limited company By: WYNDHAM CANAL PLACE, INC., MEMBER By: /s/ [ILLEGIBLE] -------------------------------- By: 3CP INVESTORS, L.L.C., MEMBER By: Darryl Berher Companies, Inc., Member By: /s/ DARRYL D. BERGER ----------------------------- Darryl D. Berger, President Date: July 18, 2000 By: /s/ ROGER H. OGDEN -------- -------------------------- Roger H. Ogden, Member 4 EXHIBIT A [WYNDHAM INTERNATIONAL LOGO] WYNDHAM BUDGETING SYSTEM LOCATION DETAIL REPORT NEW ORLEANS CP3 SITE (NT05) CP3 SITE DUE DILIGENCE LAND/PURCHASE ?10 PURCHASE/ACQUISITION COST
Soft Costs
Page 1 of 2 5 [WYNDHAM INTERNATIONAL LOGO] WYNDHAM BUDGETING SYSTEM LOCATION DETAIL REPORT NEW ORLEANS CP3 SITE (NT05) CP3 SITE DUE DILIGENCE EMERGENCY FUNDS
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