Exhibit 10.14
GSL INDUSTRIAL PARTNERS, L.P.
0000 XXXXXXXXXX, XXXXX 000
XXXXXXX, XXXXX 00000
February 2, 2006
Suntron GCO, LP
0000 Xxxx Xxxxxxxxx Xxxx
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxxx (Xxxx) Xxxxx
Re: Xxxxxxx Money Contract dated effective as of December 27, 2005 (as
amended, the "Contract"), by and between GSL INDUSTRIAL PARTNERS, L.P.,
as buyer ("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 Contract. All capitalized terms used in
this letter agreement and not otherwise defined shall have the same meanings as
set forth in the Contract.
For and in consideration of the mutual covenants and agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Seller and Buyer hereby agree as follows:
(1) PLATTING OF PROPERTY. Seller and Buyer acknowledge that Seller
intends to commence, prior to the Closing Date, a replatting process
related to the separate platting of the Option Property. The resulting
replat will cause the Property to consist of approximately 40 acres, to be
platted as two reserves, one of approximately 31.9811 acres in area (and
including all of the current building, parking, and other improvements) and
one of approximately 8.4897 acres in area, all of which is undeveloped. The
Option Property will be platted together with other adjacent vacant land
owned by Seller to create a parcel of approximately 17.85 acres, all of
which is intended to be conveyed to a third party and which will thereafter
constitute the ROFO Property. Buyer hereby consents and approves of the
platting of the Property pursuant to and in accordance with the preliminary
plat of the Property prepared by Xxxxxxxx, Inc., a copy of which is
attached hereto as ATTACHMENT I.
(2) REPURCHASE OPTION. Seller and Buyer hereby agree that, upon the
final platting of the Property in accordance with the provisions of
paragraph 1 above, (a) the Repurchase Option described in Section 26 of the
Contract shall terminate and be null
Suntron GCO, LP
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and void, and (b) the Option Property shall be retained by Seller and
excluded from the Property to be conveyed by Seller to Buyer, without any
adjustment in the Sales Price.
(3) ROOF REPAIRS; ASSIGNMENT OF ROOF WARRANTY. Buyer and Seller
acknowledge that the roof survey and report obtained by Buyer with respect
to the Property (the "Roof Report"), indicates that various maintenance and
repairs matters should be performed with respect to, among other items, the
building's roof and gutters. In this regard, Seller agrees that Seller
shall, prior to the date that is two (2) business days prior to the
expiration of the Inspection Period and at Seller's sole cost and expense,
(a) cause the gutters on the rear one-half (1/2) of the building known as
Phase II of the Property to be properly sized and replaced, more
particularly described in the Roof Report, and (b) take such action and
perform such work as may be required by Carlisle SynTec Systems, Division
of Carlisle Corporation to cause the two (2) warranties issued by Carlisle
SynTec Systems, Division of Carlisle Corporation with respect to the roof
(collectively, the "Roof Warranties"), to be transferred to Buyer at the
Closing without the requirement of any additional repairs or replacements.
Buyer and Seller acknowledge that an inspection of the roof by Carlisle
SynTec Systems, Division of Carlisle Corporation, which inspection will
specify the action to be taken and work to be performed as a condition to
the transfer of the Roof Warranties to Buyer, will occur after the date
hereof, and Buyer and Seller each agree to accept and abide by the results
of such inspection. Notwithstanding the foregoing, the costs and expenses
to be expended by Seller pursuant to the provisions of this paragraph 3
shall not exceed the aggregate sum of $100,000, unless hereafter approved
by Seller in writing.
Seller further agrees that Buyer shall have the right, upon completion
of the repairs and replacements to the roof and gutters described in this
paragraph 3, to re-inspect the roof and gutters prior to the expiration of
the Inspection Period. Seller further agrees, on or before Closing, (y) to
deliver to Buyer and the Title Company lien waivers from all contractors
and subcontractors performing any work at the Property in connection with
the matters set forth in this paragraph 3, and (z) to pay all costs and
expenses related to the transfer of the Roof Warranties to Buyer.
(4) INSPECTION PERIOD. Seller and Buyer agree that the Inspection
Period, and Buyer's right to terminate the Contract by the delivery of the
Inspection Notice, shall be and hereby is extended until the later of (a)
February 27, 2006, and (b) the date that is five (5) business days after
the date of the final platting of the Property in accordance with the
provisions of paragraph 1 above; provided, however, that if, by the date
that is two (2) business days prior to the expiration of the Inspection
Period, Seller has not notified Buyer of the completion of the repairs and
replacements to the Property or provided Buyer with confirmation of the
transferability of the Roof Warranties, both as provided for in paragraph
3, then the Inspection Period shall automatically be extended, for a period
of up to thirty (30) days, until the date that is two (2) business days
after the date of Seller's delivery to Buyer of written notice of the
completion of the repairs and replacements to the Property and the
confirmation of the transferability of the Roof Warranties, both as
provided for in paragraph 3. Notwithstanding any provision of this
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letter agreement to the contrary, the latest date for the Closing Date
shall be March 17, 2006.
Except as amended hereby, the Contract remains in full force and effect in
accordance with its original terms. Telecopy delivery of this letter agreement
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 agreement 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.
If you have any questions or comments with respect to any of the foregoing,
please do not hesitate to contact me.
Sincerely yours,
BUYER:
GSL INDUSTRIAL PARTNERS, L.P.,
a Texas limited partnership
By: GSL Partners GP, LLC, a Texas
limited liability company,
its general partner
By: /s/ WELCOME X. XXXXXX, XX.
------------------------------------
Welcome X. Xxxxxx, Xx.,
Chairman and Chief
Executive Officer
AGREED TO AND ACCEPTED
this _______ day of February, 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
