EXHIBIT 10.19-B
SECOND AMENDMENT TO
PURCHASE AND SALE AGREEMENT
This Second Amendment to Purchase and Sale Agreement entered into as of
September 17, 1997, by and between PGA GOLF DEVELOPMENT, INC. ("Seller"), and
VISTANA PSL, INC. ("Purchaser").
W I T N E S S E T H:
Whereas, Seller and Purchaser entered into a Purchase and Sale Agreement
dated as of August 12, 1997, as amended by that certain First Amendment dated as
of September 12, 1997 (collectively, the "Vistana Agreement"), for the purchase
of the Vistana Property, as defined in the Vistana Agreement; and
Whereas, Seller and Purchaser have agreed to extend the Closing.
W I T N E S S E T H:
Now, therefore, for and in consideration of the mutual covenants contained
herein and in consideration of the sum of ten ($10) dollars paid by each party
to the other, the receipt and sufficiency of same hereby acknowledged, the
parties agree as follows:
1. All terms used herein shall have the same meaning as those used in
the Vistana Agreement.
2. The Closing shall take place on September 19, 1997.
3. Except as specifically modified hereby, all terms and conditions
of the Vistana Agreement shall remain the same and Seller and Purchaser ratify
and confirm such terms and conditions.
4. This Second Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same document.
Executed as of September 17, 1997 by Seller and Purchaser.
Signed, sealed and delivered "Seller"
in the presence of:
PGA GOLF DEVELOPMENT, INC., a Florida
corporation
/S/ Xxxxxx X. Xxxxxxxxx By: /S/ Xxx X. Xxxxxx
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Print Name: Xxxxxx X. Xxxxxxxxx Name: Xxx X. Xxxxxx
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Its: CEO
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/S/ Xxxxxxxxx Xxxxxxx
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Print Name: Xxxxxxxxx Xxxxxxx
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"Purchaser"
VISTANA PSL, INC., a Florida corporation
/S/ Xxxxx X. Xxxxxxx By: /S/ Xxxxx Xxxxx
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Print Name: Xxxxx X. Xxxxxxx Name: Xxxxx Xxxxx
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Its: Senior Vice President - Law
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/S/ Xxxxx Xxxxxxxx
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Print Name: Xxxxx Xxxxxxxx
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