EXHIBIT 10.2
RESTATED FIRST AMENDMENT TO REAL ESTATE
SALE AND PURCHASE AGREEMENT
THIS RESTATED FIRST AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT (the
"Restated Amendment") is made as of November 27, 2001, by and between OASIS
GROUP, INC., a Georgia corporation ("Purchaser"), and XXX. XXXXXX XXXXXX, an
individual resident of the State of California ("Seller").
STATEMENT OF BACKGROUND
Purchaser and Seller entered into a Real Estate Sale and Purchase
Agreement dated as of February ___, 2001 (the "Original Agreement"), relating to
the purchase and sale of several parcels of real property in California and
Arizona, as more specifically identified in the Original Agreement (the "Real
Property"). Purchaser and Seller modified the Original Agreement pursuant to an
Amendment to Real Estate and Purchase Agreement dated as of August 17, 2001 (the
"Original Amendment"). Pursuant to the terms of this Restated Amendment,
Purchaser and Seller desire to (i) delete the Original Amendment so that it is
superceded in its entirety by this Restated Amendment, and to (ii) amend the
Original Agreement in accordance with the terms of this Restated Amendment.
STATEMENT OF AGREEMENT
In consideration of the mutual covenants and conditions set forth in
this Restated Amendment and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Purchaser and Seller hereby
agree as follows:
1. ORIGINAL AMENDMENT. The Original Amendment is hereby
superceded in its entirety by this Restated Amendment and will have no further
force or effect.
2. PARAGRAPH 3. Paragraph 3 of the Original Agreement is hereby
replaced in its entirety with the following:
3. PURCHASE PRICE.
(a) In consideration for the Property,
Purchaser shall pay Seller the sum of Four Million
Dollars ($4,000,000) as follows: (a) At the Closing,
Purchaser shall pay to Seller the sum of One Million
Dollars ($1,000,000) less the Xxxxxxx Money (the
"Down Payment"), and (b) at the Closing, Purchaser
shall deliver to Seller a Promissory Note in the
amount of Three Million Dollars ($3,000,000) in a
form mutually agreeable to the Parties prior to the
Closing (the "Note"). The Note will be secured by a
Deed of Trust, in a form mutually agreeable to the
Parties prior to the Closing (the "Deed of Trust"),
which covers certain parcels of the Property to be
identified by the mutual agreement of the parties
prior to Closing (the
"Identified Parcels"). The Note shall be for a term
of six (6) years and shall bear interest at a rate of
six percent (6%) first 12 months thereafter at prime
rate of [illegible] for 5 years with a cap of 8% and
floor of 6% per annum. Payments on the Note shall be
made monthly beginning on the thirtieth day after the
Closing. Monthly payments will be for interest only,
with the principal balance due and payable in full on
the six-year (6-year) anniversary of the Closing. The
Note shall provide for releases in amounts mutually
agreeable to the Parties.
(b) Within sixty (60) days after the
Closing, Purchaser shall obtain an appraisal (the
"Purchaser's Appraisal") to determine the fair market
value of the entire Property (the "Fair Market
Value"). If the Fair Market Value exceeds
$12,000,000, Purchaser shall, as soon as reasonably
practicable, issue to Seller an additional Promissory
Note (the "Supplemental Note") in an original
principal amount equal to (i) the amount by which the
Fair Market Value exceeds $12,000,000, multiplied by
(ii) 0.35. The Supplemental Note will be secured by
the Deed of Trust. The Supplemental Note shall be for
a term of six (6) years and shall bear interest at a
rate of four percent (4%) for the first two (2) years
and at a rate of six percent (6%) thereafter.
Payments on the Note shall be paid monthly beginning
on the first day of the twenty-fifth (25th) month
after the Closing, with a maturity date of six
months. The Supplemental Note shall provide for
releases in amounts mutually agreeable to the
Parties.
(c) Notwithstanding the foregoing, if Seller
is for any reason dissatisfied with the Purchaser's
Appraisal, Seller shall have the right, for sixty
(60) days after Seller receives a copy of the
Purchaser's Appraisal and it Seller's own cost and
expense, to obtain an independent appraisal (the
"Seller's Appraisal"). Seller shall provide written
notice to Purchaser if Seller elects to obtain a
Seller's Appraisal. If the Seller's Appraisal differs
from the Purchaser's Appraisal, the amount of the
Supplemental Note will be determined based on the
average of the Purchaser's Appraisal and the Seller's
Appraisal. Notwithstanding the immediately preceding
sentence, if Purchaser is for any reason not
satisfied with the Seller's Appraisal, Purchaser may
elect to obtain a third appraisal (the "Third Party
Appraisal") by a qualified party appointed by
Seller's appraiser and Purchaser's appraiser. All
costs and expenses of the Third Party Appraisal will
be borne by Purchaser and Seller equally. If
Purchaser elects to obtain a Third Party Appraisal,
the amount of the Supplemental Note will be
determined based on the Third Party Appraisal.
3. PARAGRAPH 20. The final sentence of Paragraph 20 is hereby
deleted in its entirety and replaced with the following:
The Brokerage Compensation shall be paid at the
Closing in the amounts set forth, and to the parties
identified, on attached Schedule 20.
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4. NO FURTHER MODIFICATIONS. Except as modified herein, all of
the terms and conditions of the Purchase Agreement remain unchanged and in full
force and effect.
5. MISCELLANEOUS. This Restated Amendment is an integral part of
the Original Agreement. Unless otherwise defined herein, any capitalized term
used in this Amendment shall have the meaning given to such term in the Original
Agreement. This Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall be deemed to
one and the same instrument.
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[Signature page to Restated First Amendment to Real Estate Sale and
Purchase Agreement]
IN WITNESS WHEREOF, the undersigned have executed this Restated First
Amendment to Real Estate Sale and Purchase Agreement effective the day and year
first above written.
OASIS GROUP, INC.
By
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President
By
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Xxxxxx Xxxxxx
Individually
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