Re: Fwd: addendum revisions

darren,,, 1 is ok,, however your description of six
is ridiulous,, how can you tell me all but 2 ... I
don't know exactly how many there were/.

--- TheStrategyGroup@aol.com wrote:

I have already reviewed these comments with Gideon
and his colleague Pat
McCallister and prepared and returned to David Kelly
a response. All of the
issues below were incorporated in that response,
except that I need input from
you regarding issue 1 and 6 below.

1. Were you aware that the BLM land is not 1280

acres, but actually only
996.9? If you were told 1280, then shouldn't this
have a material effect on
price. This is pure business decision and I need
your input.

2. Changes to survey section 4. Pat claims that

he is concerned that the
plats won't have all the necessary information
otherwise available from the
survey provided for in the deleted provisions.
David Kelly, seller's lawyer,
claims that the plats are very detailed and
probably give us what we need.
The way the provision now reads with Seller's
modifications, we can object to
the Plats during the due diligence period. So no
reason to hold up deal for
this.

3. Reps and Warranties Section 5. Pat does not

understand the need to
delete the language which David Kelly deleted in the
reps and warranties, when
David Kelly already inserted the limitation that the
reps and warranties are
made solely on actual knowledge without any duty of
inquiry.

4. Kelly deleted a rep from seller confirming

continuous agricultural
activities, necessary to protect the agricultural
tax status. We asked to put
the rep back in.

5. Regarding warranty deeds, we asked Kelly to

indicate that if seller
got a General, seller would give a general, but if
seller got a special, then
seller would give a special.

6. Seller's exclusion of TDRs from the contract

represent a $4 MM to $5
MM loss. Kelly and Saslove claimed that Seller
sold all but two of the TDRs;
Pat Mcallister believes that this is false. This
is a pure business decision
and I need your input.

Please advise.

Darren

From: "David B. Kelly" dbk@okglaw.com
To: thestrategygroup@aol.com
Subject: addendum revisions
Date: Fri, 9 Jun 2006 17:53:07 -0600

Dear Darren,

Attached are the revised addendum and redline.
Please note that in the
property description on the preprinted form we
should change the number of
acres under the BLM Grazing Permit from 1280 acres
to 996.9 acres to reflect
the numbers we got from the BLM today. This could
by done as a handwritten
change and then initialed.

Sincerely,

David B. Kelly

Oates, Knezevich & Gardenswartz, P.C.

533 E. Hopkins Avenue, Third Floor

Aspen, Colorado 81611

(970) 920-1700

(970) 920-1121 telefax

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