Exhibit 10.17
GSL 16/VIF GILLINGHAM, L.P.
0000 XXXXXXXXXX, XXXXX 000
XXXXXXX, XXXXX 00000
Xxxxx 00, 0000
Xxxxxxx XXX, XX
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxxx (Xxxx) Xxxxx
Re: Xxxxxxx Money Contract dated effective as of December 27, 2005 (the
"Initial Contract"), by and between GSL INDUSTRIAL PARTNERS, L.P., as buyer
("Partners"), predecessor in interest to GSL 16/VIF GILLINGHAM, L.P.
("Buyer"), and SUNTRON GCO, LP, as seller ("Seller"), regarding the sale
and purchase of approximately 36 acres of developed land, plus an
additional approximately 7.5 acres of undeveloped land, located at 0000
Xxxxxxxxxx Xxxx, Xxxxx Xxxx, Xxxx Xxxx Xxxxxx, Xxxxx (the "Property")
Dear Xx. Xxxxx:
Reference is hereby made to the Initial Contract, as amended by that
certain letter agreement dated February 2, 2006, executed by Seller and Partners
(the "First Letter Agreement"), by that certain letter agreement dated March 8,
2006, executed by Seller and Partners (the "Second Letter Agreement"), and by
that certain letter agreement dated March 17, 2006, executed by Seller and
Partners (the "Third Letter Agreement"). All capitalized terms used herein and
not otherwise defined shall have the same meanings as set forth in the Initial
Contract as modified by the First Letter Agreement, the Second Letter Agreement
and the Third Letter Agreement. As used herein, all references to the "Contract"
shall mean the Initial Contract as modified by the First Letter Agreement, the
Second Letter Agreement, and the Third Letter Agreement. By Assignment and
Assumption of Xxxxxxx Money Contract dated March 21, 2006, Partners assigned,
and Buyer assumed, all of the rights, titles and interests of Partners as the
"Buyer" under the Contract.
1. To facilitate the Closing, Seller and Buyer have previously agreed
to execute and deliver in escrow with the Title Company all documents and
instruments required to effect the Closing by March 22, 2006. Seller and
Buyer hereby agree to extend the date for such execution and delivery to
March 23, 2006.
2. Seller and Buyer acknowledge and agree that the Title Policy may be
issued by Xxxxxxx Title Insurance Company.
If this letter accurately reflects the Seller's understanding of the status
of the transactions made the subject of the Contract, please sign a copy of this
letter in the space provided below.
Suntron GCO, LP
Page 2 of 4
Telecopy delivery of this letter signed by each party to the other shall be
binding and effective the same as if an original signed copy has been delivered
by each party to the other. This letter may be executed in multiple
counterparts, each of which shall be considered an original, and all of which
together shall constitute one and the same document.
* * *
Suntron GCO, LP
Page 3 of 4
If you have any questions or comments with respect to any of the foregoing,
please do not hesitate to contact me.
Sincerely yours,
GSL 16/VIF GILLINGHAM, L.P.,
a Texas limited partnership
By: GSL 16/VIF Gillingham GP, LLC, a
Delaware limited liability company,
its general partner
By: GSL 16/VIF Gillingham, LLC, a
Delaware limited liability company,
its sole member
By: GSL Partners SUB SIXTEEN, L.P.,
a Texas limited partnership,
Operating Member
By: GSL SUB SIXTEEN GP, INC., a Texas
corporation, its general partner
By: /s/ WELCOME X. XXXXXX, XX.
------------------------------------
Name: WELCOME X. XXXXXX, XX.
Its: CHAIRMAN / CEO
By: VIF Gillingham, LLC, a Delaware
limited liability company, Class A
Member
By: AEW Value Investors, LP, a Delaware
limited partnership, its sole member
By: AEW VIF Managers, LLC, a Delaware
limited liability company, its
general partner
By: AEW VIF Investors, Inc., a Delaware
corporation, its Manager-Member
By: /s/ XXXXXXXX X. XXXXXX
------------------------------------
Name: XXXXXXXX X. XXXXXX
Its: TREASURER
Suntron GCO, LP
Page 4 of 4
AGREED TO AND ACCEPTED
this _______ day of March, 2006:
SELLER:
SUNTRON GCO, LP,
a Texas limited partnership
By: Rodnic LLC, a Texas limited liability
company, its general partner
By: /s/ XXXXX X. XXXXX
---------------------------------
Xxxxx X. Xxxxx,
Chief Financial Officer
