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AMENDMENT NO. 1 TO
PURCHASE AND SALE AGREEMENT DATED OCTOBER 18, 2000
BETWEEN XXXXXX TELECOM LIMITED PARTNERSHIP
AND WW-GOLF & SERVICES, LLC.
THIS AMENDMENT NO. 1 to the Purchase and Sale Agreement (the
"Agreement") dated October 18, 2000 between Xxxxxx Telecom Limited Partnership
(the "Seller") and WW-Golf & Services, LLC (the "Purchaser") is made and entered
into this 7th day of November, 2000.
WITNESSETH:
WHEREAS, pursuant to Section 6(m) of the Agreement, Seller is to
provide Purchaser with an "Official North Carolina Wood Infestation Report" (the
"Wood Infestation Report") dated within thirty (30) days prior to the closing
date, and
WHEREAS, Seller has been advised by the engineering firm engaged by
Seller to furnish the Wood Infestation Report that such report is valid for up
to thirty (30) days after the date of its issuance, and
WHEREAS, the anticipated closing date is in January 2001 and Purchaser
has nevertheless requested that Seller arrange for the Wood Infestation Report
as soon a practicable,
NOW, THEREFORE, Purchaser and Seller agree as follows:
1. The provisions of Section 6(m) of the Agreement are hereby amended to require
that Seller provide Purchaser with the Wood Infestation Report dated after
November 1, 2000 but prior to the date of Closing, and that such report need not
be dated within thirty (30) days prior to the closing date.
2. All other terms, conditions and provisions of the Agreement
shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed as of this 7th day of November, 2000.
PURCHASER: SELLER:
WW-GOLF & SERVICES, LLC XXXXXX TELECOM LIMITED
PARTNERSHIP
By: /S/ XXXXXX XXXXX By: /S/ XXXXX X. XXXXXXX
---------------- --------------------
Xxxxxx Xxxxx Xxxxx X. Xxxxxxx
President Vice President of Grace
Property Management, Inc.,
its General Partner
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AMENDMENT NO. 2 TO
PURCHASE AND SALE AGREEMENT DATED OCTOBER 18, 2000
BETWEEN XXXXXX TELECOM LIMITED PARTNERSHIP
AND WW-GOLF & SERVICES, LLC.
THIS AMENDMENT NO. 2 to the Purchase and Sale Agreement (the
"Agreement") dated October 18, 2000 between Xxxxxx Telecom Limited Partnership
(the "Seller") and WW-Golf & Services, LLC (the "Purchaser") is made and entered
into this 4th day of December, 2000.
WITNESSETH:
WHEREAS, Exhibit "A" to the Agreement sets forth a legal description of
the real property to be purchased by Purchaser from Seller; and
WHEREAS, a portion of the real property to be purchased by the
Purchaser from Seller was inadvertently omitted from Exhibit "A";
NOW, THEREFORE, Purchaser and Seller agree as follows:
1. Exhibit "A" to the Agreement is hereby amended to include that certain parcel
of real property on which the clubhouse and cart shed are located as shown on
that Preliminary Plat of Fox Squirrel Country Club surveyed and mapped by Tide
Water Surveying, P.A.
2. All other terms, conditions and provisions of the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to be duly executed as of this 4th day of December, 2000.
PURCHASER: SELLER:
WW-GOLF & SERVICES, LLC XXXXXX TELECOM LIMITED
PARTNERSHIP
By: /S/ XXXXXX XXXXX By: /S/ XXXXX X. XXXXXXX
---------------- --------------------
Xxxxxx Xxxxx Xxxxx X. Xxxxxxx
President Vice President of Grace
Property Management, Inc.,
its General Partner
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AMENDMENT NO. 3 TO
PURCHASE AND SALE AGREEMENT DATED OCTOBER 18, 2000
BETWEEN XXXXXX TELECOM LIMITED PARTNERSHIP
AND WW-GOLF & SERVICES, LLC.
THIS AMENDMENT NO. 3 to the Purchase and Sale Agreement (the
"Agreement") dated October 18, 2000 between Xxxxxx Telecom Limited Partnership
(the "Seller") and WW-Golf & Services, LLC (the "Purchaser") is made and entered
into this 20th day of December, 2000.
WITNESSETH:
WHEREAS, pursuant to Section 4.1 of the Agreement, Purchaser's Due
Diligence Period (as defined therein) is to be for a period of sixty (60) days
after the Execution Date (as defined in the Agreement), and
WHEREAS, Purchaser has requested that the Due Diligence Period be
extended by thirty (30) days, and
WHEREAS, Seller is agreeable to such extension,
NOW, THEREFORE, Purchaser and Seller agree as follows:
1. Section 4.1 of the Agreement is hereby amended to provide that the Due
Diligence Period extends for a period of ninety (90) days after the Execution
Date.
2. Section 12 of the Agreement is hereby amended to provide that the Closing
shall take place on or before a date that is one hundred and twenty (120) days
after the date of the Agreement or such other time as the parties may agree.
3. Section 16.1 of the Agreement is hereby amended to read, in
its entirety, as follows:
"Termination Prior to Closing. Purchaser may, in its sole discretion,
terminate the Agreement by providing written notice to Seller: (i)
within ninety (90) days of the date of the Agreement for any reason
whatsoever, or no reason; (ii) within one hundred and twenty (120) days
of the date of this Agreement if Seller elects not to effect the
removal of any hazardous or toxic chemical, material, substance or
waste and restore the Property pursuant to Paragraph 4.3 hereof and
Purchaser has not waived the condition set forth in Paragraph 4.3; or
(iii) if the Closing Date is extended pursuant to Paragraph 4.3 hereof
and a Closing has not
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occurred by the end of such additional ninety (90) day period."
4. Section 16.2 of the Agreement is hereby amended to read, in
its entirety, as follows:
"Termination Prior to Closing by Seller. Seller may, in its sole
discretion, terminate this Agreement by providing written notice to
Purchaser: (i) if a Closing does not occur within one hundred and
twenty (120) days of the date of this Agreement and the Closing Date
has not been extended pursuant to Paragraph 4.3 hereof; or (ii) if the
Closing Date is extended pursuant to Paragraph 4.3 hereof and a Closing
has not occurred by the end of such additional ninety (90) day period."
5. All other terms, conditions and provisions of the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to be duly executed as of this 20th day of December, 2000.
PURCHASER: SELLER:
WW-GOLF & SERVICES, LLC XXXXXX TELECOM LIMITED
PARTNERSHIP
By: /S/ XXXXXX XXXXX By: /S/ XXXXX X. XXXXXXX
---------------- --------------------
Xxxxxx Xxxxx Xxxxx X. Xxxxxxx
President Vice President of Grace
Property Management, Inc.,
its General Partner
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AMENDMENT NO. 4 TO
PURCHASE AND SALE AGREEMENT DATED OCTOBER 18, 2000
BETWEEN XXXXXX TELECOM LIMITED PARTNERSHIP
AND WW-GOLF & SERVICES, LLC.
THIS AMENDMENT NO. 4 to the Purchase and Sale Agreement (the
"Agreement") dated October 18, 2000 between Xxxxxx Telecom Limited Partnership
(the "Seller") and WW-Golf & Services, LLC (the "Purchaser") is made and entered
into this 22nd day of January, 2001.
WITNESSETH:
WHEREAS, pursuant to Section 4.1 of the Agreement, Purchaser's Due
Diligence Period (as defined therein) is to be for a period of sixty (60) days
after the Execution Date (as defined in the Agreement), and
WHEREAS, Purchaser and Seller executed Amendment No. 3 to
the Agreement, pursuant to which the Due Diligence Period was
extended to January 25, 2001, and
WHEREAS, Purchaser has requested a further extension of the Due
Diligence Period so that certain easement matters may be dealt with
appropriately, and
WHEREAS, Seller is agreeable to such extension,
NOW, THEREFORE, Purchaser and Seller agree as follows:
1. Section 4.1 of the Agreement is hereby amended to provide that the last day
of the Due Diligence Period is Friday, February 16, 2001.
2. Section 12 of the Agreement is hereby amended to provide that the Closing
shall take place on or before Friday, March 16, 2001 or such other time as the
parties may agree.
3. Section 16.1 of the Agreement is hereby amended to read, in
its entirety, as follows:
"Termination Prior to Closing. Purchaser may, in its sole discretion,
terminate the Agreement by providing written notice to Seller: (i) on
or before February 16, 2001 for any reason whatsoever, or no reason;
(ii) on or before March 16, 2001 if Seller elects not to effect the
removal of any hazardous or toxic chemical, material, substance or
waste and restore the Property pursuant to Paragraph 4.3 hereof
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and Purchaser has not waived the condition set forth in Paragraph 4.3;
or (iii) if the Closing Date is extended pursuant to Paragraph 4.3
hereof and a Closing has not occurred by the end of such additional
ninety (90) day period."
4. Section 16.2 of the Agreement is hereby amended to read, in
its entirety, as follows:
"Termination Prior to Closing by Seller. Seller may, in its sole
discretion, terminate this Agreement by providing written notice to
Purchaser: (i) if a Closing does not occur by March 16, 2001 and the
Closing Date has not been extended pursuant to Paragraph 4.3 hereof; or
(ii) if the Closing Date is extended pursuant to Paragraph 4.3 hereof
and a Closing has not occurred by the end of such additional ninety
(90) day period."
5. If the Closing Date has been extended pursuant to Paragraph 4.3 of the
Agreement, the Closing shall occur on or before June 14, 2001, such date being
the date that is ninety (90) days after March 16, 2001.
6. All other terms, conditions and provisions of the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4
to be duly executed as of this 22nd day of January, 2001.
PURCHASER: SELLER:
WW-GOLF & SERVICES, LLC XXXXXX TELECOM LIMITED
PARTNERSHIP
By: /S/ XXXXXX XXXXX By: /S/ XXXXX X. XXXXXXX
---------------- ----------------------------
Xxxxxx Xxxxx Xxxxx X. Xxxxxxx
President Vice President of Grace
Property Management, Inc.,
its General Partner
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AMENDMENT NO. 5 TO
PURCHASE AND SALE AGREEMENT DATED OCTOBER 18, 2000
BETWEEN XXXXXX TELECOM LIMITED PARTNERSHIP
AND WW-GOLF & SERVICES, LLC.
THIS AMENDMENT NO. 5 to the Purchase and Sale Agreement (the
"Agreement") dated October 18, 2000 between Xxxxxx Telecom Limited Partnership
(the "Seller") and WW-Golf & Services, LLC (the "Purchaser") is made and entered
into this 14th day of February, 2001.
WITNESSETH:
WHEREAS, pursuant to Section 4.1 of the Agreement, Purchaser's Due
Diligence Period (as defined therein) is to be for a period of sixty (60) days
after the Execution Date (as defined in the Agreement), and
WHEREAS, Purchaser and Seller executed Amendments No. 3 and
4 to the Agreement, pursuant to which the Due Diligence Period
was extended, most recently, to February 16, 2001, and
WHEREAS, Purchaser has requested a further extension of the Due
Diligence Period so that certain matters may be dealt with appropriately, and
WHEREAS, Seller is agreeable to such extension,
NOW, THEREFORE, Purchaser and Seller agree as follows:
1. Section 4.1 of the Agreement is hereby amended to provide that the last day
of the Due Diligence Period is Friday, March 2, 2001.
2. All other terms, conditions and provisions of the Agreement,
as amended, shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5
to be duly executed as of this 14th day of February, 2001.
PURCHASER: SELLER:
WW-GOLF & SERVICES, LLC XXXXXX TELECOM LIMITED
PARTNERSHIP
By: /S/ XXXXXX XXXXX By: /S/ XXXXX X. XXXXXXX
--------------------- -----------------------------
Xxxxxx Xxxxx Xxxxx X. Xxxxxxx
President Vice President of Grace
Property Management, Inc.,
its General Partner
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AMENDMENT NO. 6 TO
PURCHASE AND SALE AGREEMENT DATED OCTOBER 18, 2000
BETWEEN XXXXXX TELECOM LIMITED PARTNERSHIP
AND WW-GOLF & SERVICES, LLC.
THIS AMENDMENT NO. 6 to the Purchase and Sale Agreement (the
"Agreement") dated October 18, 2000 between Xxxxxx Telecom Limited Partnership
(the "Seller") and WW-Golf & Services, LLC (the "Purchaser") is made and entered
into this 1st day of March, 2001.
WITNESSETH:
WHEREAS, pursuant to Section 4.1 of the Agreement, Purchaser's Due
Diligence Period (as defined therein) is to be for a period of sixty (60) days
after the Execution Date (as defined in the Agreement), and
WHEREAS, Purchaser and Seller executed Amendments No. 3, 4
and 5 to the Agreement, pursuant to which the Due Diligence
Period was extended, most recently, to March 2, 2001, and
WHEREAS, Purchaser has requested a further extension of the Due
Diligence Period so that certain matters may be dealt with appropriately, and
WHEREAS, Seller is agreeable to such extension,
NOW, THEREFORE, Purchaser and Seller agree as follows:
1. Section 4.1 of the Agreement is hereby amended to provide that the last day
of the Due Diligence Period is Friday, March 9, 2001.
2. All other terms, conditions and provisions of the Agreement,
as amended, shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6
to be duly executed as of this 1st day of March, 2001.
PURCHASER: SELLER:
WW-GOLF & SERVICES, LLC XXXXXX TELECOM LIMITED
PARTNERSHIP
By: /S/ XXXXXX XXXXX By: /S/ XXXXX X. XXXXXXX
----------------------- ---------------------------------
Xxxxxx Xxxxx Xxxxx X. Xxxxxxx
President Vice President of Grace
Property Management, Inc.,
its General Partner
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AMENDMENT NO. 7 TO
PURCHASE AND SALE AGREEMENT DATED OCTOBER 18, 2000
BETWEEN XXXXXX TELECOM LIMITED PARTNERSHIP
AND WW-GOLF & SERVICES, LLC.
THIS AMENDMENT NO. 7 to the Purchase and Sale Agreement (the
"Agreement") dated October 18, 2000 between Xxxxxx Telecom Limited Partnership
(the "Seller") and WW-Golf & Services, LLC (the "Purchaser") is made and entered
into this 9th day of March, 2001.
WITNESSETH:
WHEREAS, pursuant to Section 6 of the Agreement, Seller represents and
warrants to Purchaser that it is the lawful owner of the real property
contemplated by said Agreement and at the closing will have and will transfer to
Purchaser valid, good and marketable title thereto by general warranty deed,
free and clear of any claims, liens, equities or encumbrances (except with
regard to the lien of current real estate taxes, as stated therein), and
WHEREAS, Purchaser pursuant to Section 4 of the Agreement has made
inspections and determined that a portion of the irrigation system encroaches on
Lot 177 of Section 31 according to a map recorded in Map Cabinet H at Page 174
of the Brunswick County registry, and
WHEREAS, Seller is agreeable to pay up to $1,500.00 to relocate said
irrigation line from Lot 177 to the real property to be sold to Purchaser.
NOW, THEREFORE, Purchaser and Seller agree as follows:
1. Section 3 of the Agreement is hereby amended to provide that the Seller shall
pay up to $1,500.00 to the Purchaser to be used to relocate the irrigation line
from Xxx 000, Xxxxxxx 00 according to a map recorded in Map Cabinet H at Page
174 of the Brunswick County Registry to the real property that is the subject of
the Agreement. This amendment shall survive the closing and Seller shall make
payments to Buyer as called for herein upon being furnished satisfactory
invoices for sums expended for said relocation up to $1,500.00.
2. All other terms, conditions and provisions of the Agreement
shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 7
to be duly executed as of this 9th day of March, 2001.
PURCHASER: SELLER:
WW-GOLF & SERVICES, LLC XXXXXX TELECOM LIMITED
PARTNERSHIP
By: /S/ XXXXXX XXXXX By: /S/ XXXXX X. XXXXXXX
----------------------- -------------------------------
Xxxxxx Xxxxx Xxxxx X. Xxxxxxx
President Vice President of Grace
Property Management, Inc.,
its General Partner
