EXHIBIT 10.14
RESTATEMENT AND FIRST AMENDMENT TO
AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY
BETWEEN THE FREMONT JOINT VENTURE
AND
ROSE VENTURES V, INC., XXXXXX X. XXXXX AND XXXXXXX X. XXXXX
REINSTATEMENT OF AND FIRST AMENDMENT TO
AGREEMENT FOR THE PURCHASE
AND SALE OF PROPERTY
THIS REINSTATEMENT OF AND FIRST AMENDMENT TO AGREEMENT FOR THE PURCHASE
AND SALE OF PROPERTY is made and entered into as of the 1st day of July, 1998,
by and between XXXXX DEVELOPMENT CORPORATION, a Georgia corporation
("Purchaser") and ROSE VENTURES V, Inc., a California corporation as to any
undivided 50% interest, and XXXXXX X. XXXXX and XXXXXXX X. XXXXX, husband and
wife, as joint tenants, as to an undivided 50% interest (collectively, "Seller")
W I T N E S S E T H:
WHEREAS, the parties hereto entered into that certain Agreement for the
Purchase and Sale of Property (the "Purchase Agreement") dated as of June 8,
1998, relating to that certain property located at 00000 Xxxx Xxxx and being
more particularly described on Exhibit A hereto (the "Property"); and
WHEREAS, the Agreement was timely terminated by Purchaser; and
WHEREAS, the parties desire to reinstate the Agreement and amend certain
provisions of the Agreement;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein set forth, and other good and valuable
consideration the receipt, adequacy and sufficiency of which are hereby
expressly acknowledged by the parties hereto, Seller and Purchaser do hereby
covenant and agree as follows:
1. The Agreement, as amended hereby, is reinstated.
2. Purchaser hereby waives the Special Condition to Closing set forth in
paragraph 5 of the Agreement, and said paragraph 5 shall be deleted from the
Agreement.
3. Purchaser hereby waives the conditions set forth in subparagraphs 6(g)
and 6(h) of the Agreement, and said subparagraphs 6(g) and 6(h) shall be deleted
from the Agreement. A new subparagraph 6(g) shall be added to the Agreement, as
follows:
"(g) Purchaser shall have, simultaneously with Closing hereunder,
closed a loan from a commercial lending institution in the amount of not less
than $5,960,000; bearing an interest rate not in excess of (i) the prime rate of
NationsBank, N.A., or (ii) the Variable Eurdollar Rate (as defined by
NationsBank, N.A.) plus 220 basis points; being amortized over 30 years; and
having a maturity date of 18 months. Purchaser agrees to apply for and accept a
commitment having the foregoing terms or more favorable terms and to use
commercially reasonable efforts to satisfy any conditions of said commitment and
close said loan."
4. The provisions of paragraph 7 of the Agreement shall be amended to
provide that Purchaser shall have until July 10, 1998, to notify Seller in
writing of Purchaser's objection to any exceptions contained in the Title
Report, etc. The date "June 24, 1998" appearing in said paragraph 7 shall be
deemed to mean the date of Closing.
5. The date of Closing specified in paragraph 10 shall be deemed to mean
July 15, 1998.
6. Except as expressly modified by the terms and conditions hereof, the
terms and conditions of the Agreement shall remain unchanged and in full
force and effect.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
duly executed by duly authorized representatives as of the day, month and year
first above written.
"PURCHASER":
XXXXX DEVELOPMENT CORPORATION, A GEORGIA CORPORATION
By: /s/ Xxx X. Xxxxx, III
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Title: President
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"SELLER"
ROSE VENTURES V, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
Its: President
/s/ Xxxxxx X. Xxxxx
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XXXXXX X. XXXXX
/s/ Xxxxxxx X. Xxxxx
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XXXXXXX X. XXXXX
