Exhibit 10.20


 


SECOND AMENDMENT TO

LOAN DOCUMENTS PURCHASE AND SALE AGREEMENT


 


THIS SECOND AMENDMENT TO LOAN DOCUMENTS PURCHASE AND SALE
AGREEMENT (this “Modification
Agreement”), effective as of this 2nd day of July, 2009, is entered into by and between CORUS BANK, N.A., a national banking
association, having a mailing address of 3959 N. Lincoln Avenue, Chicago, Illinois 60613 (“Seller”), and CHRISTIAN TYLER PROPERTIES, LLC, having a
mailing address of 403 East Madison Street, Suite 400, Tampa, Florida 33602
(“Purchaser”).


 


RECITALS:


 


WHEREAS, Seller and
Purchaser entered into that certain Loan Documents Purchase and Sale Agreement,
dated June 8, 2009 (the “Original
Agreement”), as amended by that certain First Amendment to Loan
Documents Purchase and Sale Agreement (the “First
Amendment”; the Original Agreement and the First Amendment are
sometimes collectively referred to herein as the “Purchase and Sale Agreement”) ; and


 


WHEREAS, Seller and
Purchaser desire to amend the Purchase and Sale Agreement in accordance with
the terms set forth herein.


 


NOW THEREFORE,
in consideration of the mutual promises contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1)                                      Capitalized Terms. Any capitalized term used herein, but not defined herein, shall have the
meaning ascribed to it in the Original Agreement.


 


2)                                      Due Diligence Period.


 


a)                                      The words “the date which is twenty-five (25) calendar days from the
Effective Date of this Agreement” found in the third sentence of Subsection 2(b) of
the Original Agreement are hereby deleted in their entirety, and the date “July 13,
2009” is hereby inserted in lieu thereof; so that the Due Diligence Period
shall expire at 5:00 p.m. (EST) on July 13, 2009.


 


b)                                     Notwithstanding anything to the contrary contained in the Purchase and
Sale Agreement, Seller hereby waives any and all rights to terminate the
Purchase and Sale Agreement, whether prior to, at, or following the expiration
of the Due Diligence Period, except as set forth in Section 3 below.


 


3)                                      Deposit. The Deposit currently
held by the Escrow Agent equals $300,000.00. 
Notwithstanding anything to the contrary contained in the Purchase and
Sale Agreement, commencing upon the execution of this Modification Agreement,
the Deposit shall be nonrefundable to Purchaser except in the event that, on or
before the expiration of the Due Diligence Period, Purchaser is unable to
obtain a loan commitment from Freddie Mac in the amount of not less than
$18,000,000.00 (the “Loan Commitment”)
or in the event of a default


 

















 


by Seller under the terms of the Purchase and Sale
Agreement Purchaser agrees to pursue the Loan Commitment in good faith and to
provide reasonable evidence of Purchaser’s filing of the application upon
Seller’s request for same. If Purchaser terminates the Purchase and Sale
Agreement prior to the expiration of the Due Diligence Period because of its
failure to obtain the Loan Commitment, Escrow Agent is hereby instructed to
hold the Deposit in escrow until such time as Purchaser provides reasonable
evidence to Seller that Purchaser was unable to obtain the Loan Commitment
despite good faith efforts to do so. Promptly upon the expiration of the Due
Diligence Period, Escrow Agent shall release the Deposit to Seller via wire
transfer per the instructions to be provided by Seller to Escrow Agent. On the
Closing, the Deposit shall be applied as part payment of the Purchase Price
made by Purchaser. Otherwise, the Deposit shall be nonrefundable to Purchaser
after the expiration of the Due Diligence Period except in the event of a default
by Seller under the terms of the Purchase and Sale Agreement.


 


4)                                      Extension Periods.
Purchaser may extend the date for Closing for up to five (5) periods of ten (10) days
each (each an “Extension Period”)
by providing (i) no less than five (5) days before the then-scheduled
Closing Date, written notice (each an “Extension
Notice”) to Seller of Purchaser’s election to extend the date for
Closing in accordance herewith, and (ii) payment to Seller of the amounts
set forth below:


 


a)                                      First Extension Period.
Purchaser shall pay Seller for the initial ten (10) day Extension Period
an extension fee in the amount of Seventy Five Thousand and No/100 Dollars ($75,000.00)
(the “First Extension Fee”) in
consideration of the extension of the Closing Date. Payment of the First
Extension Fee shall accompany the Extension Notice and shall be made to Seller
at the notice address set forth in Section 16 of the Purchase and Sale
Agreement. Purchaser shall receive a credit against the Purchase Price payable
at Closing for the First Extension Fee. The First Extension Fee shall be
nonrefundable except in the event of a default by Seller under the terms of the
Purchase and Sale Agreement


 


b)                                     Second Extension Period. Purchaser
shall pay Seller for the second ten (10) day Extension Period an extension
fee in the amount of One Hundred Thousand and No/100 Dollars ($100,000.00) (the
“Second Extension Fee”) in
consideration of the extension of the Closing Date. Payment of the Second
Extension Fee shall accompany the Extension Notice and shall be made to Seller
at the notice address set forth in Section 16 of the Purchase and Sale
Agreement. Purchaser shall not receive a credit against the Purchase Price
payable at Closing for the Second Extension Fee. The Second Extension Fee shall
be nonrefundable except in the event of a default by Seller under the terms of
the Purchase and Sale Agreement.


 


c)                                      Third Extension Period.
Purchaser shall pay Seller for the third ten (10) day Extension Period an
extension fee in the amount of One Hundred Thousand and No/100 Dollars
($100,000.00) (the “Third Extension Fee”)
in consideration of the extension of the Closing Date. Payment of the Third
Extension Fee shall accompany the Extension Notice and shall be made to Seller
at the notice address set forth in Section 16 of the Purchase and Sale
Agreement. Purchaser shall not receive a credit against the Purchase Price
payable at Closing for the Third


 


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Extension Fee. The Third Extension Fee shall be
nonrefundable except in the event of a default by Seller under the terms of the
Purchase and Sale Agreement.


 


d)                                     Fourth Extension Period.
Purchaser shall pay Seller for the fourth ten (10) day Extension Period an
extension fee in the amount of One Hundred Thousand and No/100 Dollars
($100,000.00) (the “Fourth Extension Fee”)
in consideration of the extension of the Closing Date. Payment of the Fourth
Extension Fee shall accompany the Extension Notice and shall be made to Seller
at the notice address set forth in Section 16 of the Purchase and Sale
Agreement. Purchaser shall not receive a credit against the Purchase Price
payable at Closing for the Fourth Extension Fee. The Fourth Extension Fee shall
be nonrefundable except in the event of a default by Seller under the terms of
the Purchase and Sale Agreement.


 


e)                                      Fifth Extension Period.
Purchaser shall pay Seller for the fifth ten (10) day Extension Period an
extension fee in the amount of One Hundred Thousand and No/100 Dollars
($100,000.00) (the “Fifth Extension Fee”)
in consideration of the extension of the Closing Date. Payment of the Fifth
Extension Fee shall accompany the Extension Notice and shall be made to Seller
at the notice address set forth in Section 16 of the Purchase and Sale
Agreement. Purchaser shall not receive a credit against the Purchase Price
payable at Closing for the Fifth Extension Fee. The Fifth Extension Fee shall
be nonrefundable except in the event of a default by Seller under the terms of
the Purchase and Sale Agreement


 


5)                                      Ratification. The provisions of
this Modification Agreement shall control over any contrary provisions of the
Purchase and Sale Agreement. Purchaser and Seller hereby agree that except to
the extent expressly amended herein, all terms and conditions of the Purchase
and Sale Agreement are hereby reaffirmed and shall remain in full force and
effect


 


6)                                      Counterparts. This Modification
Agreement may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed to be an original and all of which taken together
shall constitute one and the same agreement. Delivery of a facsimile of this
Modification Agreement executed by a party hereto shall be deemed to constitute
delivery of an original hereof executed by such party.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Modification Agreement to be duly executed
as of the date first above written.


 


 


	
   

  	
  SELLER:

  
	
   

  	
   

  
	
   

  	
  CORUS
  BANK, N.A.,  a
  national banking association

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Chris Barkidjija

  
	
   

  	
  Name:

  	
  Chris Barkidjija

  
	
   

  	
  Title:

  	
  First Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER:

  
	
   

  	
   

  
	
   

  	
  CHRISTIAN
  TYLER PROPERTIES, LLC,  a
  Florida limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Kirk D. Eicholtz Revocable Trust of 1996, its sole
  managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kirk D. Eicholtz 

  
	
   

  	
   

  	
   

  	
  Kirk D. Eicholtz, Trustee

  
					



 


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IN WITNESS WHEREOF,
Escrow Agent has caused this Modification Agreement to be duly executed as of July     ,
2009 solely for the purposes of acknowledging Section 3 hereof.


 


 


	
   

  	
  ESCROW
  AGENT:

  
	
   

  	
   

  
	
   

  	
  COLLIERS ARNOLD COMMERCIAL REAL ESTATE SERVICES

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
				



 


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