25th
day of March, 2009 (the "Effective Date"), by and between DREXEL BURNHAM LAMBERT
REAL ESTATE ASSOCIATES II LIMITED PARTNERSHIP, a New York limited partnership,
having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver,
Colorado 80237 ("Seller"), and ADVENIR, INC., a Florida corporation, having a
principal address at 17501 Biscayne Blvd., Suite 300, Aventura, Florida 33160
("Purchaser").
NOW, THEREFORE, in consideration of mutual covenants set forth herein, Seller
and Purchaser hereby agree as follows:
RECITALS
A.
SELLER OWNS THE REAL ESTATE LOCATED IN MIAMI-DADE COUNTY,
FLORIDA, AS MORE PARTICULARLY DESCRIBED IN EXHIBIT A ATTACHED HERETO AND MADE A
PART HEREOF, AND THE IMPROVEMENTS THEREON, COMMONLY KNOWN AS PRESIDENTIAL HOUSE.
B.
PURCHASER DESIRES TO PURCHASE, AND SELLER DESIRES TO SELL,
SUCH LAND, IMPROVEMENTS AND CERTAIN ASSOCIATED PROPERTY, ON THE TERMS AND
CONDITIONS SET FORTH BELOW.
ARTICLE I
DEFINED TERMS
Unless otherwise defined herein, any term with its initial letter capitalized in
this Contract shall have the meaning set forth in Schedule 1 attached hereto and
made a part hereof.
ARTICLE II
PURCHASE AND SALE, PURCHASE PRICE & DEPOSIT
2.1
PURCHASE AND SALE.
Seller agrees to sell and convey the Property to Purchaser and Purchaser
agrees to purchase the Property from Seller, all in accordance with the terms
and conditions set forth in this Contract.
2.2
PURCHASE PRICE AND DEPOSIT.
The total purchase price ("Purchase Price") for the Property shall be an
amount equal to Twelve Million Eight Hundred Thousand
Dollars ($12,800,000.00),
payable by Purchaser, as follows:
2.2.1
WITHIN 2 BUSINESS DAYS FOLLOWING THE EFFECTIVE DATE, PURCHASER SHALL
DELIVER TO FIRST AMERICAN TITLE INSURANCE COMPANY OF NEW YORK, 633 THIRD AVENUE,
NEW YORK, NEW YORK 10017, ATTENTION: LINDA J. ISAACSON, TELEPHONE: (212)
850-0664; FAX: (212) 331-1467 ("ESCROW AGENT" OR "TITLE INSURER") AN INITIAL
DEPOSIT (THE "INITIAL DEPOSIT") OF ONE HUNDRED TWENTY-EIGHT THOUSAND
DOLLARS
($128,000.00) BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS ("GOOD FUNDS").
2.2.2
ON OR BEFORE THE DAY THAT THE FEASIBILITY PERIOD EXPIRES, PURCHASER
SHALL DELIVER TO ESCROW AGENT AN ADDITIONAL DEPOSIT (THE "ADDITIONAL DEPOSIT")
OF ONE HUNDRED TWENTY-EIGHT THOUSAND
DOLLARS ($128,000.00) BY WIRE TRANSFER OF
GOOD FUNDS.
2.2.3
AT THE CLOSING, SUBJECT TO THE OCCURRENCE OF THE LOAN ASSUMPTION AND
RELEASE, PURCHASER SHALL RECEIVE A CREDIT AGAINST THE PURCHASE PRICE IN THE
AGGREGATE AMOUNT OF (I) THE OUTSTANDING PRINCIPAL BALANCE OF THE NOTES, TOGETHER
WITH ALL ACCRUED BUT UNPAID INTEREST (IF ANY) THEREON, AS OF THE CLOSING DATE
(THE "LOAN BALANCE") AND (II) THE DEPOSIT.
2.2.4
THE BALANCE OF THE PURCHASE PRICE FOR THE PROPERTY, PLUS OR MINUS THE
ADJUSTMENTS OR PRORATIONS REQUIRED BY THIS CONTRACT, SHALL BE PAID TO AND
RECEIVED BY ESCROW AGENT BY WIRE TRANSFER OF GOOD FUNDS NO LATER THAN 10:00 A.M.
ON THE CLOSING DATE.
2.3
ESCROW PROVISIONS REGARDING DEPOSIT.
2.3.1
ESCROW AGENT SHALL HOLD THE DEPOSIT AND MAKE DELIVERY OF THE DEPOSIT TO
THE PARTY ENTITLED THERETO UNDER THE TERMS OF THIS CONTRACT.
ESCROW AGENT SHALL
INVEST THE DEPOSIT IN SUCH SHORT-TERM, HIGH-GRADE SECURITIES, INTEREST-BEARING
BANK ACCOUNTS, MONEY MARKET FUNDS OR