Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions between TSG Little Valley, LP and SPT-Lake Elsinore Holding Co., LLC

Contract Categories: Business Finance › Purchase Agreements
Summary

This amendment updates the original Purchase and Sale Agreement between TSG Little Valley, LP (Seller) and SPT-Lake Elsinore Holding Co., LLC (Buyer). It specifies that $2,900,000 of the purchase price will be paid by the Buyer through a promissory note secured by a deed of trust in favor of the Seller. All other terms of the original agreement remain unchanged. The amendment is effective as of October 15, 2009.

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EX-10.3 4 a54210exv10w3.htm EX-10.3 exv10w3
Exhibit 10.3
Second Amendment To
Purchase and Sale Agreement
And Joint Escrow Instructions
(TSG — LITTLE VALLEY)
     THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Amendment”), dated as of October 15, 2009, is by and between TSG LITTLE VALLEY, LP, a California limited partnership (“Seller”), and SPT-LAKE ELSINORE HOLDING CO., LLC (“Buyer”) (as successor-in-interest by assignment to Shopoff Advisors, L.P., a Delaware limited partnership), and amends that certain Purchase and Sale Agreement and Joint Escrow Instructions dated as of September 30, 2008, as previously amended (as amended, the “Agreement”). Capitalized terms used herein shall have the meanings given them in the Agreement.
     Seller and Buyer agree to amend the Agreement as follows:
     Two Million Nine Hundred Thousand Dollars ($2,900,000.00) of the Purchase Price shall be paid by Buyer’s execution and delivery into Escrow of (i) an All-Inclusive Purchase Money Note Secured by Deed of Trust in favor of Seller as Payee therein, in the principal amount of Two Million Nine Hundred Thousand Dollars ($2,900,000.00), and (ii) an All-Inclusive Deed of Trust executed by Buyer in favor of Seller as Beneficiary therein, securing the foregoing All-Inclusive Purchase Money Note.
     In all other respects the Agreement shall remain unmodified and in full force and effect.
     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.
                         
SELLER:   TSG LITTLE VALLEY, L.P., a California limited partnership
 
                        
    By:   Pelaton Partners, Inc., a California limited partnership
 
                        
        By:   Portfolio Partners, Inc., a California corporation
 
                        
        By:    /s/ Stevan J. Gromet 
            Stevan J. Gromet, President
 
                        
    SHOPOFF ADVISORS, L.P. a Delaware limited partnership
 
                        
    By:   The Shopoff Corporation, a Delaware corporation,
Its General Partner
 
                        
 
              By:   /s/ William A. Shopoff 
                     
                    William A. Shopoff,
President