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EXHIBIT 10.14
THIRD AMENDMENT TO CONTRACT FOR PURCHASE AND SALE
This Third Amendment to Contract For Purchase and Sale ("Third Amendment")
is made and entered into effective as of July 10, 1997, by and between EYE CARE
CENTERS OF AMERICA, INC., a Texas corporation ("Seller") and XXXX X. XXXXX,
DALLAS MINI #262, LTD., a Texas limited partnership, and DALLAS MINI #343, LTD.,
a Texas limited partnership ("Purchaser").
WHEREAS, Seller and JDB Real Properties, Inc. entered into that certain
Contract for Purchase and Sale, with an effective date of June 3, 1997, with
respect to certain real property more particularly described on Exhibit "A"
attached hereto and made a part hereof; and
WHEREAS, Seller and JDB Real Properties, Inc. amended said Contract for
Purchase and Sale by executing that certain Amendment to Contract for Purchase
and Sale dated effective as of July 3,1997; and
WHEREAS, Seller and JDB Real Properties, Inc. amended said Contract for
Purchase and Sale by executing that certain Second Amendment to Contract for
Purchase and Sale, dated effective as of July 10, 1997 (said Contract for
Purchase and Sale, as amended being hereinafter referred to as the "Contract");
and
WHEREAS, JDB Real Properties, Inc. has assigned its rights under the
Contract to Purchaser; and
WHEREAS, Seller and Purchaser have again agreed to amend the Contract
according to the terms and conditions set forth herein.
NOW, THEREFORE, for the mutual covenants and agreements contained herein,
and for other good and valuable consideration, the receipt and Sufficiency of
which is hereby acknowledged, Seller and Purchaser hereby amend the Contract as
follows:
1. Section 8.1 of the Contract is hereby deleted in its entirety and the
following is substituted in lieu thereof:
Section 8.1 Seller's Finish-Out Obligation. Seller must
substantially complete the Seller's Improvements by August 18, 1999.
As used herein, the term "Seller's Improvements" shall mean the
finish-out of the portion of the Improvements (the "Warehouse
Space") depicted on Exhibit "D", attached hereto and made a part
hereof for all purposes, so that the Warehouse Space is
"finished-out" to a standard of quality that is consistent with
either the space in the Improvements occupied by Seller for office
purposes or the space occupied by other presently existing tenants
for retail purposes. Seller's obligations under this Section 8.1
shall survive the Closing, and shall inure to the benefit of
Purchaser, its successors and assigns, including 00000 Xxxx Xxxxxx,
Xxx
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Antonio, Ltd. Failure of Seller to comply with the terms of Section
8.2 below shall Constitute a default under this Section 8.1.
2. Section 8.2 of the Contract is hereby deleted in its entirety and the
following is substituted in lieu thereof:
Section 8.2 Letter of Credit. At the Closing (as hereafter defined)
Seller shall deliver to Purchaser an Irrevocable Standby Letter of
Credit (the "Letter of Credit") in tile form attached hereto as
Exhibit "E" to secure completion of Seller's Improvements. If Seller
has neither (i) completed Seller's Improvements within thirty (30)
days prior to the expiration of the Letter of Credit, nor (ii)
obtained a Renewal of the Letter of Credit (the "Renewal Letter of
"Credit") in the same form as the Letter of Credit, but with
expiration date no sooner than September 18, 1999, then Seller shall
be deemed to be in default under Section 8.1 above. Upon completion
of Seller's Improvements, Purchaser shall return the original Letter
of Credit, or the Renewal Letter of Credit, as the case may be, to
Seller. Purchaser's covenant to return the Letter of Credit, or the
Renewal Letter of Credit, upon completion of Seller's Improvements
shall survive the Closing.
3. Exhibit "E" to the Contract shall be deleted, and Exhibit "E" attached
hereto shall be substituted in lieu thereof.
3. Except as expressly amended by the terms of this Third Amendment, all
of the terms and conditions of the Contract shall be, remain and continue in
full force and effect as set forth in the Contract.
4. This Third Amendment may be executed in one or more counterparts, each
of which shall have the force and effect of an original, and all of which shall
constitute but one document. Copies of the executed other& transmitted by
telefax (i.e. facsimile copies) may be accepted as originals provided that the
originals are substantially contemporaneously mailed or delivered, by a
recognized overnight courier or by hand delivery, to the Title Company (as
defined in the Contract).
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EXECUTED to be effective as of the date first written above.
SELLER:
EYE CARE CENTERS OF AMERICA, INC.,
a Texas corporation
By: ______________________________
Name: ______________________________
Title: ______________________________
PURCHASER:
____________________________________
Xxxx X. Xxxxx
DALLAS MINI #262, LTD., a
Texas limited partnership
By: JDB Real Properties, Inc., a
Texas corporation, General Partner
By: ___________________________
Xxxx X. Xxxxxxxxx, President
DALLAS MINI #343, LTD. a
Texas limited partnership
By: Xxxxxx Corporation, a
Texas corporation, General Partner
By: __________________________
Xxxx X. Xxxxxxxxx, President
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Receipt of a copy of this Amendment is hereby acknowledged this ___ day of
August, 1997
CHICAGO TITLE INSURANCE COMPANY
By: ______________________________
Title: ______________________________
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