Village Green - First Amendment to Harbor Contract



Exhibit 10.63

 

FIRST AMENDMENT TO
PURCHASE AND SALE CONTRACT

           
First Amendment to Purchase and Sale Contract (the “Amendment”) is made
as of May 26, 2010, between CONCAP VILLAGE GREEN ASSOCIATES, LTD., a
Texas limited partnership (“Seller”), and HARBOR GROUP
INTERNATIONAL, LLC a Delaware limited liability company
(“Purchaser”).

W I T N E S S E T H:

           
WHEREAS, Seller and Purchaser entered into a Purchase and Sale Contract
dated as of May 24, 2010 (the “Contract”) with respect to the sale of
certain property known as Village Green located in Seminole County, Florida, as
described in the Contract; and

           
WHEREAS, Seller and Purchaser desire to amend certain provisions of the
Contract.

           
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the sum of $10.00 and other good and valuable consideration, the
mutual receipt and legal sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:

1.     
Capitalized Terms.     Capitalized terms used
in this Amendment shall have the meanings given to them in the Contract, except
as expressly otherwise defined herein.

2.     
Feasibility Period.      The Feasibility
Period, set forth in Section 3.1 of the Contract, is hereby extended to June 4,
2010.

3.     
Right to Terminate.  Purchaser’s right to terminate
under Section 3.2 of the Contract shall be strictly limited to zoning matters
that are unsatisfactory to Purchaser (the “Termination Event”). 
Purchaser hereby acknowledges and agrees that, except for the Termination
Event, (x) Purchaser has completed its due diligence investigations of the
Property and accepts the Property (including, without limitation, the title,
survey, physical and financial condition of the Property) as of the date of this
Amendment in its current “as is”, “where is” condition, “with all faults”, and
(y) Purchaser's right to terminate under Section 3.2 of the Contract for any of
the matters set forth in Section 3.1 of the Contract (other than the Termination Event) shall be
permanently waived.  

4.     
Termination Notice.   Purchaser hereby rescinds that
certain termination notice dated May 26, 2010 (the “Termination
Notice”).  Seller and Purchaser hereby agree that (i) the
Termination Notice is null and void and (ii) the Contract is hereby ratified and
affirmed in all respects as if the Termination Notice had never been given by
Purchaser. 

5.     
Miscellaneous.          
This Amendment (a)  supersedes all prior oral or written communications
and agreement between or among the parties with respect to the subject matter
hereof, and (b) may be executed in counterparts, each of which shall be
deemed an original and all of which, when taken together, shall constitute a
single instrument and may be delivered by facsimile
transmission or electronic mail, and any such facsimile transmitted or
electronically mailed Amendment shall have the same force and effect, and be as
binding, as if original signatures had been delivered.  As modified hereby,
all the terms of the Contract are hereby ratified and confirmed and shall
continue in full force and effect.

[Signature Page to Follow]


           
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date and year hereinabove written.

 

 

Seller:

CONCAP
VILLAGE GREEN ASSOCIATES, LTD., a Texas limited partnership

 

By: 
CCP/III VILLAGE GREEN GP, INC., a South Carolina corporation, its general
partner

 

By: 
/s/John Spiegleman

Name: 
John Spiegleman

Title: 
Senior Vice President

 

Purchaser:

HARBOR
GROUP INTERNATIONAL, LLC,

a Delaware limited liability company

By:  /s/T. Richard Litton,
Jr.

Name:  T. Richard Litton, Jr.

Title: 
President