EXHIBIT 10.32
AMENDMENT TO REAL ESTATE PURCHASE AGREEMENT
This Amendment to Real Estate Purchase Agreement (this "Amendment") is
made as of this 31st day of December, 2001 by and between Syndicated Bloomington
I LLC, a Delaware limited liability company ("Purchaser"), and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, residents of the State of Indiana ("Seller").
W I T N E S S E T H:
WHEREAS, Seller and Purchaser have previously executed and delivered a
Real Estate Purchase Agreement dated as of November 27, 2001 (the "Agreement")
whereunder Purchaser has agreed to purchase from Seller and Seller has agreed to
sell to Purchaser the Real Estate, which is commonly known as ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ for a price of $3,500.000.00 to be
paid pursuant to the terms and conditions of the Agreement (capitalized terms
used herein, unless otherwise defined herein, shall have the meanings ascribed
to those terms in the Agreement); and
WHEREAS, the Agreement provides that the Closing is to occur no later
than December 17, 2001, subject to extension to a date no later than December
31,2001 under certain conditions, which have been met; and
WHEREAS, the parties desire to extend the Closing Date for the closing
of the purchase and sale of the Property (but not the closing for the
transactions contemplated by the Merger Agreement) to a date no later than
January 25, 2001 upon the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00) and
other good and valuable consideration, the receipt of which is hereby
acknowledged by the parties hereto, Purchaser and Seller hereby agree as
follows:
1. Purchaser has paid to Chicago Title Insurance Company the sum
of $400,000.00 as an additional deposit against the Purchase Price, so that the
amount set forth in Section 3(a) of the Agreement as the Deposit is hereby
changed from $100,000.00 to $500,000.00, The amount set forth in Section 3(b) of
the Agreement as the amount to be wire transferred by Purchaser to Seller at the
Closing of the sale and purchase of the Property, subject to Closing adjustments
and prorations, is hereby changed from $1,400,000.00 to $1,000,000.00.
2. The Closing Date for the purchase and sale of the Property is
hereby extended to a date no later than January 25, 2002. The closing of the
transactions contemplated by the Merger Agreement will occur on or prior to
December 31,2001 and, therefore, notwithstanding any provision to the contrary
contained in the Agreement, will not occur simultaneously with the closing of
the purchase and sale of the Property.
3. Section 3(c) shall be modified and amended as follows: (i) by
replacing the reference to $1,400,000 in the last sentence with a reference to
$1,000,000 (so that Seller receives at the Closing of the sale and purchase of
the Property the $500,000 Deposit and the $1,000,000 described in
Section 3(b), subject to Closing adjustments and prorations); and (ii) by adding
to the end of Section 3(c) the following proviso: "; provided, however, that as
a result of the extension of the Closing beyond December 31, 2001, Purchaser
shall pay Seller at Closing, in addition to all other amounts described in this
Section 3, by wire transfer of federal funds to a bank account(s) designated by
Seller, the amount of additional principal and interest Seller has been required
to pay on the Note beyond December 31, 2001, which will be approximately (but in
excess of) Twelve Thousand Dollars ($12,000) per additional monthly payment."
4. As modified hereby, all the terms and conditions of the
Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, Purchaser and Seller have executed this Amendment
as of the date first set forth above.
"PURCHASER"
SYNDICATED BLOOMINGTON I LLC,
a Delaware limited liability company
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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____________, Managing Director
"SELLER"
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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