Exhibit 10.19


 


FIRST AMENDMENT TO

LOAN DOCUMENTS PURCHASE AND SALE AGREEMENT


 


THIS FIRST 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 “Purchase and Sale Agreement”), providing
for the sale of the Loan and Loan Documents by Seller to Purchaser; and


 


WHEREAS, Seller
and Purchaser desire to amend the Purchase and Sale Agreement to provide for a
reduction of the Purchase Price.


 


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 Purchase and Sale Agreement.


 


2)              Modification
of the Purchase Price. Section 2(a) of the Purchase and Sale Agreement is modified to
provide that the Purchase Price shall be Twenty-Seven Million and No/100
Dollars ($27,000,000.00).


 


3)              Representations
and Warranties. The following new subsection is added to the Purchase and Sale Agreement
as Section 7(h):


 


(h)           As of
the date set forth above, to the actual knowledge of the Seller, the Borrower
is in default of that certain Letter Agreement dated March 17, 2009, and
referenced on Exhibit “B” attached hereto.


 


4)              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.


 


5)              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:

  	
   

  
	
   

  	
  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, 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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