AMENDMENT TO
AGREEMENT FOR PURCHASE AND SALE
THIS AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE ("Amendment") is made
as of the 9th day of March, 1998 by and among THE DAI-ICHI KANGYO BANK, LIMITED,
NEW YORK BRANCH ("Seller"), RESOURCE AMERICA, INC. ("Original Purchaser") and
RESOURCE PROPERTIES XLIX, INC. (together with its legal representatives,
successors and assigns, jointly and severally, "Purchaser").
W I T N E S S E T H:
WHEREAS, Seller and Original Purchaser are parties to that certain
Agreement for Purchase and Sale dated as of March 5, 1998 (as amended by this
Amendment, the "Agreement"); and
WHEREAS, Original Purchaser desires to assign to Purchaser its right,
title and interest in, to and under the Agreement, including the right to
acquire the Loan Documents and Claims, Rights and Benefits (as defined therein),
and Purchaser desires to assume the obligations of Original Purchaser under and
relating to the Agreement.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by Seller, Original Purchaser and
Purchaser, the parties hereby agree as follows:
1. Definitions in Amendment. All capitalized terms used herein and not
otherwise defined shall have the meanings for such terms set forth in the
Agreement. The definition of "Agreement" shall hereafter be amended to mean the
Agreement as amended by this Amendment.
2. Assignment and Assumption. Original Purchaser and Purchaser hereby
represent and warrant to Seller that Original Purchaser owns, directly or
indirectly, a majority of the outstanding stock of Purchaser. Original Purchaser
hereby confirms its assignment to Purchaser of the Agreement and all of its
rights, benefits and obligations thereunder and represents and warrants to
Seller that it has not previously assigned, transferred or encumbered,
voluntarily or involuntarily, the Agreement or any of its rights, benefits and
obligations thereunder. Seller consents to such assignment In accordance with
the provisions of Section 8.1 of the Agreement and the terms and provisions set
forth in this Amendment. Purchaser represents and warrants to Seller that it has
accepted such assignment and hereby assumes and agrees to pay and perform all of
the Original Purchaser's covenants, obligations, duties, liabilities,
representations, and warranties under the Agreement and all agreements,
documents and certificates executed and delivered by Purchaser or Original
Purchaser in connection with the Agreement (whether
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arising prior or subsequent to such assignment), including, without limitation,
the Escrow Agreement and the letter agreement between Seller and Original
Purchaser of even date therewith. From and after the date hereof, the Purchaser
shall be deemed to be the "Purchaser" for all purposes under the Agreement;
provided however, Purchaser and Original Purchaser shall be and remain jointly
and severally liable for the payment and performance of all covenants,
obligations, duties, liabilities, representations and warranties of Purchaser
and Original Purchaser under the Agreement and all agreements, documents and
certificates executed and delivered by Purchaser or Original Purchaser in
connection therewith (whether arising prior or subsequent to such assignment),
including, without limitation, the Escrow Agreement and the letter agreement
between Seller and Original Purchaser of even date therewith. All parties hereby
acknowledge that the foregoing assignment by Original Purchaser to Purchaser
shall be deemed to constitute the one-time permitted assignment contemplated
under Section 8.1 of the Agreement and no further assignment by Original
Purchaser or Purchaser of the Agreement or any of their respective rights,
benefits, or obligations thereunder or in, to or under any of the agreements,
documents and certificates executed or to be executed and delivered pursuant
thereto shall be permitted without the prior written consent of Seller.
3. Representations and Warranties. Purchaser hereby joins in and makes
each and all of the representations and warranties set forth in Section 6.1 and
otherwise in the Agreement for the benefit of Seller, each of which
representations and warranties shall survive Closing of the transactions
contemplated hereby.
4. Notices. Purchaser's address for notice purposes in Section 8.2 of
the Agreement and Paragraph (g) of the Escrow Agreement shall be the same as set
forth therein for the Original Purchaser.
5. Ratification of Agreement. Except as specifically modified herein,
the Agreement remains in full force and effect in accordance with its terms and
Seller, Original Purchaser and Purchaser hereby ratify and reaffirm each and all
of the terms and provisions of the Agreement as so modified.
6. Counterparts; Effectiveness. This Amendment may be executed in one
or more counterparts, each of which shall constitute an original and all of
which together shall constitute but one original. Delivery of this Amendment by
facsimile made in accordance with the notice provisions of Section 8.2 of the
Agreement shall be deemed binding and effective for all purposes.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, Seller, Original Purchaser and Purchaser have
executed and delivered this Amendment as of the date first above written.
PURCHASER:
RESOURCE PROPERTIES XLIX, INC., a
Delaware corporation
By:_______________________________________
Name:__________________________________
Title:_________________________________
ORIGINAL PURCHASER:
RESOURCE AMERICA, INC., a Delaware
corporation
By:_______________________________________
Name:__________________________________
Title:_________________________________
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SELLER:
THE DAI-ICHI KANGYO BANK,
LIMITED, NEW YORK BRANCH, a
Japanese banking corporation licensed to
operate a branch under the laws of the
State of New York
By:_______________________________________
Name:__________________________________
Title:_________________________________