EXHIBIT 2.11
Tenth Amendment to Real Estate
Purchase and Sale Agreement
This Tenth Amendment to Real Estate Purchase and Sale Agreement ("Tenth
Amendment") is made and entered into as of 9:00 AM CST, January 19, 1999 by and
between Glendale Centre, LLC, an Indiana limited liability company
("Purchaser"), and Indianapolis Mall Associates, an Indiana general partnership
("Seller") and WITNESSES THAT:
WHEREAS, Seller and Purchaser have entered into that certain Real Estate
Purchase and Sale Agreement dated February 25, 1998, as amended by that certain
First Amendment to Real Estate Purchase and Sale Agreement dated June 24, 1998,
by a Second Amendment to Real Estate Purchase and Sale Agreement dated as of
July 25, 1998, by a Third Amendment to Real Estate Purchase and Sale Agreement
dated as of July 31, 1998, by a Fourth Amendment to Real Estate Purchase and
Sale Agreement dated as of August 7, 1998, by a Fifth Amendment to Real Estate
Purchase and Sale Agreement dated as of October 5, 1998, by a Sixth Amendment to
Real Estate Purchase and Sale Agreement dated October 20, 1998, by a Seventh
Amendment to Real Estate Purchase and Sale Agreement dated October 20, 1998, by
an Eighth Amendment to Real Estate Purchase and Sale Agreement dated November
10, 1998, and by a Ninth Amendment to Real Estate Purchase and Sale Agreement
dated November 17, 1998 (collectively, the "Original Agreement"), pursuant to
which Seller agreed to sell and Purchaser agreed to purchase certain Property,
as defined in the Original Agreement, pursuant and subject to the terms of the
Original Agreement; and
WHEREAS, Purchaser and Seller are each dealers of amending the Xxxxxxx
Money provisions, and making other modifications as set forth below;
NOW, THEREFORE, in consideration of the premises and respective
undertakings of the parties hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed as follows:
1. Paragraph 3 of the Fifth Amendment as replaced by Paragraph 4 of the
Ninth Amendment is hereby amended by: (i) deleting the phrase "within
sixty (60) days after the expiration of the Review Period" from the
second sentence of such paragraph and substituting therefore "by 5:00
p.m. CST February 8, 1999" (ii) deleting the phrase "the expiration of
ninety (90) days after expiration of the Review Period (the "90-Day
Period")" from the third sentence of such paragraph and substituting
therefore "5:00 p.m. CST March 8, 1999" and (iii) deleting the phrase
"expiration of the 90-Day Period" from the fourth sentence of such
paragraph and substituting therefore "5:00 p.m. CST March 8, 1999".
2. Except as modified herein, all of the terms and provisions of the
Original Agreement shall remain in full force and effect and shall not
be limited, revised or modified hereby. To the extent that any terms
or provisions of the Original Agreement are contrary to or contradict
the terms or provisions set forth herein, the terms and provisions set
forth herein shall govern. All terms in this Ninth Amendment with
initial capitals except as specifically set forth herein shall have
the same meaning as that used in the Original Agreement.
IN WITNESS WHEREOF, Seller and Purchaser have executed this Ninth Amendment
to Real Estate Purchase and Sale Agreement as of the date first written above.
Glendale Centre, LLC,
an Indiana limited liability company
By: /s/ Xxxxxx X. XxXxxxx
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Printed Name: Xxxxxx X. XxXxxxx
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Its: Member
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Indianapolis Mall Associates,
an Indiana general partnership
By: First Capital Income Properties, Ltd. -
Series IX, a Florida limited partnership,
partner
By: First Capital Financial Corporation, a
Florida Corporation, general partner
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Printed Name: Xxxxxx X. Xxxxxxxxxxx
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Title: Vice President
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By: First Capital Income Properties, Ltd. -
Series X, a Florida limited
partnership, partner
By: First Capital Financial Corporation,
a Florida corporation, general partner
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Printed Name: Xxxxxx X. Xxxxxxxxxxx
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Title: Vice President
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