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Home My WebLink AboutFirst Equity Acquisitions, LLC-Second Amendment to purchase and Sale Agreement-09.14.2009 12/16/2009 14:10 3192329579 CBW&H ATTORNEYS PAGE 18/20 a ` ' SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to Purchase and Sale Agreement ("Amendment") is entered into as of Co reeitr,.l r.t r /4 _, 2009, by and between The City of Waterloo, Iowa ("Seller") and First Equity Acquisitions, LLC, an Illinois limited liability company("Purchaser"). RECITALS: A. Seller and Purchaser entered into a certain Purchase and Sale Agreement dated September 2, 2008, as modified by that certain First Amendment to Purchase and Sale Agreement dated February 23, 2009 (collectively, the "Agreement"), relating to certain real property located at 1812 LaPorte Road, Waterloo, IA 50702, and defined in the Agreement as the "Property"; and B. Seller and Purchaser desire to further amend the Agreement as provided herein. NOW, THEREFORE, for and in consideration of the mutual undertakings as set forth herein, the mutual undertakings set forth in the Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as fol.l.ows: 1. Section 2 of the Agreement is modified to provide that the Purchase Price shall be Two Million One Hundred Twenty Seven Thousand Five Hundred Six and 00/100 Dollars ($2,127,506.00). 2. Section 5(a) of the Agreement is modified to provide that the Investigation Period shall terminate on September 28, 2009. 3. Section 8 of the Agreement, the Seller's Contingency Period, is hereby deleted in its entirety. 4. Section 12 of the Agreement is modified to delete the first sentence thereof in its entirety and replace it with the following: "Settlement of this transaction (the "Closing") shall take place not less than thirty (30) days after the expiration or waiver by Purchaser of the Investigation Period, provided that all Conditions Precedent have been satisfied (the "Closing Date")." 5. The following provision is hereby added to the Agreement: "Purchase of the Panera Parcel. Purchaser has contracted to purchase two portions the property adjacent and to the north of the Property (the "Panera Parcels") from SLB Real Estate Investment Phase IL L.L.C., an Iowa limited liability company (the "Panera Seller"). Purchaser intends to close the purchase of the Panera Parcels simultaneously with this transaction. At the Closing of the Panera Parcels, Purchaser shall direct the Panera Seller to issue the deed for the northern most portion of the Panera Parcels, which is legally described in Exhibit A-1 hereto (the "City Panera Parcel"), directly to Seller_ The deed to the City Panera Parcel shall be placed in escrow with Escrow Agent and shall not be delivered to Seller until the Closing of the sale of the saa\031949.0004\d 121\vl -1- 12/16/2009 14:10 3192329579 CBW&H ATTORNEYS PAGE 19/20 Property occurs. At the Closing of sale of the Property, Purchaser shall be entitled to a credit against the Purchase Price in the amount of Two Hundred Seventy Thousand. and 00/100 Dollars (S270,000.00), in consideration for Purchaser's agreement to allow the City Panera Parcel to be transferred to Seller." 6. All initially capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. 7. All other terms and provisions of the Agreement which are not modified or amended by this Amendment shall remain in full force and effect. 8. This Amendment may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. [THE BALANCE OF THE PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] • scea\031949.0004Vd121\v1 -2- 12/16/2009 14:10 3192329579 CBW&H ATTORNEYS PAGE 20/20 IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date first written above. SELLER: THE CITY OF WATERLOO, IO'WA = • By: Name: Ti - l (Lc,1-e Its: r-Iclyar PURCHASER: FIRST EQUITY PROPERTY ACQUISITIONS, LLC, an Illinois limited liability company, By its Member, Firs quity Property Holdings, LLC, an Illinois limited liability company By: Name: Tim Galla er Its: Manager scca\031949.0004\d121\vl -3- C3- . 9 11—oq SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to Purchase and Sale Agreement ("Amendment") is entered into as of Sep t e mGe r ) , 2009, by and between The City of Waterloo, Iowa ("Seller") and First Equity Acquisitions, LLC, an Illinois limited liability company("Purchaser"). RECITALS: A. Seller and Purchaser entered into a certain Purchase and Sale Agreement dated September 2, 2008, as modified by that certain First Amendment to Purchase and Sale Agreement dated February 23, 2009 (collectively, the "Agreement"), relating to certain real property located at 1812 LaPorte Road, Waterloo, IA 50702, and defined in the Agreement as the "Property"; and B. Seller and Purchaser desire to further amend the Agreement as provided herein. NOW, THEREFORE, for and in consideration of the mutual undertakings as set forth herein, the mutual undertakings set forth in the Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Section 2 of the Agreement is modified to provide that the Purchase Price shall be Two Million One Hundred Twenty Seven Thousand Five Hundred Six and 00/100 Dollars ($2,127,506.00). 2. Section 5(a) of the Agreement is modified to provide that the Investigation Period shall terminate on September 28, 2009. 3. Section 8 of the Agreement, the Seller's Contingency Period, is hereby deleted in its entirety. 4. Section 12 of the Agreement is modified to delete the first sentence thereof in its entirety and replace it with the following: "Settlement of this transaction (the "Closing") shall take place not less than thirty (30) days after the expiration or waiver by Purchaser of the Investigation Period, provided that all Conditions Precedent have been satisfied (the "Closing Date")." 5. The following provision is hereby added to the Agreement: "Purchase of the Panera Parcel. Purchaser has contracted to purchase two portions the property adjacent and to the north of the Property (the "Panera Parcels") from SLB Real Estate Investment Phase II, L.L.C., an Iowa limited liability company(the "Panera Seller"). Purchaser intends to close the purchase of the Panera Parcels simultaneously with this transaction. At the Closing of the Panera Parcels, Purchaser shall direct the Panera Seller to issue the deed for the northern most portion of the Panera Parcels, which is legally described in Exhibit A-1 hereto (the "City Panera Parcel"), directly to Seller. The deed to the City Panera Parcel shall be placed in escrow with Escrow Agent and shall not be delivered to Seller until the Closing of the sale of the scca\031949.0004\d 121\v 1 -1- Property occurs. At the Closing of sale of the Property, Purchaser shall be entitled to a credit against the Purchase Price in the amount of Two Hundred Seventy Thousand and 00/100 Dollars ($270,000.00), in consideration for Purchaser's agreement to allow the City Panera Parcel to be transferred to Seller." 6. All initially capitalized terms not defined herein shall have the meanings ascribed to them in the Agreement. 7. All other terms and provisions of the Agreement which are not modified or amended by this Amendment shall remain in full force and effect. 8. This Amendment may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. [THE BALANCE OF THE PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] scca\031949.0004\d121\v1 -2- IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the date first written above. SELLER: THE CITY OF WATERLOO,IOWA By: �—� 3447 — Name: 1i r l tm- Its: rhOLyo r PURCHASER: FIRST EQUITY PROPERTY ACQUISITIONS, LLC, an Illinois limited liability company, By its Member, First Equity Property Holdings, LLC, an Illinois limited liability company By: Name: Tim Gallagher Its: Manager scca\031949.0004\d 121\v 1 -3- r `• 44) V _