EXHIBIT 10.14
EIGHTH AMENDMENT
TO THE AGREEMENT FOR THE PURCHASE AND SALE OF REAL ESTATE
THIS EIGHTH AMENDMENT TO THE AGREEMENT FOR THE PURCHASE AND SALE OF
REAL ESTATE ("Amendment") is made and entered into this 24th day of March, 1998
by and among CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP, a North Carolina
limited partnership ("CIP"), ADA CORPORATION OF NORTH CAROLINA, a North Carolina
corporation ("ADA") (CIP and ADA collectively "Seller") and WELLINGTON CENTER
ASSOCIATES, LLC, a North Carolina limited liability company ("Purchaser"). These
parties shall sometimes be referred to herein individually as a "Party" or
collectively as the "Parties."
WITNESSETH:
THAT WHEREAS, Seller and Xxxxxxxxx & Banks, Ltd., a Rhode Island
corporation (predecessor-in-interest to Purchaser) entered into that certain
Agreement for the Purchase and Sale of Real Estate dated April 20, 1995, which
agreement has been amended by seven (7) separate amendments, the most recent
being a letter agreement dated December 12, 1997 (together with amendments, the
"Agreement"), the terms of which are fully incorporated herein by reference, for
the purchase of approximately 17.1745 acres of real property located in Cary,
Wake County, North Carolina, as the same is more particularly described in the
Agreement (the "Property") and
WHEREAS, the Agreement contemplated that Purchaser would have purchased
the entire Property by this date, however, Purchaser has not yet done so and a
portion of the Property (herein called the "Remaining Property") remains not yet
purchased by Purchaser;
WHEREAS, the Parties have agreed to further modify the Agreement as
provided herein.
NOW THEREFORE, for the mutual promises and covenants herein, and other
good and valuable consideration, the receipt of which is hereby acknowledged by
the Parties, the Parties agree as follows:
1. Outside Closing Date: The Parties agree that Purchaser shall
purchase all of the Remaining Property at one closing to occur not later than
April 10, 1998 at 5:00pm. Time is of the essence. Purchaser may not purchase
only a portion of the Remaining Property, but rather must purchase all of the
Remaining Property at that closing. In the event that the closing does not occur
by the above stated date, the Agreement shall expire and be of no further force
or effect. It is understood that no further writing or notice shall be required
to effect the expiration and termination of this Agreement after April 10, 1998,
but rather such expiration and termination shall be self-operative after the
April 10, 1998 date. Seller agrees that the termination notice sent by Seller on
March 6, 1998 is revoked.
2. Extension Fee: In paragraph 1(d) of a sixth amendment to the
Agreement, dated September 12, 1997, the Parties agreed to a late closing fee of
ten percent (10%) of the purchase price. The Parties now agree that such fee for
the Remaining Property is hereby amended to be fifteen percent (15%) of the
purchase price for the Remaining Property, which fee shall be paid by Purchaser
to Seller at the closing. Purchaser shall further be obligated for all other
fees, penalties, indemnity obligations, and closing costs previously agreed to
in the Agreement, including all attorney's fees associated with the making of
this Amendment and the final closing.
3. Full Force and Effect: Except as otherwise modified herein, the
Agreement remains unchanged and in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed the foregoing
instrument under seal the day and year first above written.
PURCHASER:
WELLINGTON CENTER ASSOCIATES, LLC (SEAL)
By: /s/ Xxxxxxx X. Xxxxxxx (SEAL)
Manager
SELLER:
CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP (SEAL)
By: Xxxxxxxx Associates Two, a North Carolina general
partnership, general partner (SEAL)
By: /s/ Xxxxx X. Xxxxx, III (SEAL)
General Partner
ADA CORPORATION OF NORTH CAROLINA
By: /s/ Xxxxx X. Xxxxx, III
Vice President
Attest:
/s/ Xxxxxx X. Xxx
Secretary
[CORPORATE SEAL]
RALLIB01:465264.01
