EXHIBIT 10.7
STATE OF NORTH CAROLINA
MODIFICATION TO INDEMNIFICATION
COUNTY OF BRUNSWICK AGREEMENT
THIS Modification to Indemnification Agreement (the "Modification
Agreement") is made and entered into this 17th day of June, 2003, between Xxxxxx
Telecom Limited Partnership, a South Carolina limited partnership (the "Seller")
and WW-Golf & Services, LLC, a South Carolina limited liability company (the
"Purchaser");
W I T N E S S E T H:
WHEREAS, Purchaser and Seller entered into an Indemnification Agreement
dated March 9, 2001 (the "Indemnification Agreement"), relating to the sale of
the assets of Fox Squirrel Country Club to Purchaser from Seller; and
WHEREAS, Purchaser and Seller have agreed to modify said Indemnification
Agreement as hereinafter stated;
NOW, THEREFORE, in consideration of these presents and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Purchaser and Seller agree as follows:
1. Numbered Section 3 of the Indemnification Agreement is hereby deleted from
the Indemnification Agreement and in lieu thereof the following shall be
inserted:
3. Duration of Indemnification
The indemnification covered by this Indemnification Agreement shall exist
and continue to exist for a period of two (2) years beyond the date of closing
of the financing provided to Purchaser by FNB Southeast (such date being the
date of this Modification Agreement set forth above) or until Seller delivers to
Purchaser a written notice from NCDENR (or such successor
agency as may then exist) stating or to the effect that, after giving effect to
remediation work performed by or on behalf of Seller, no further remediation
action is required in respect of the contamination at the site (the "Closure
Letter"), whichever shall occur earlier. In the event that such two (2) year
limitation term is the effective termination of the Indemnification Agreement,
then in such event Seller shall assign to Purchaser all of its assignable rights
in and to any super fund monies that Seller may be entitled to receive as a
result of remediation work performed from and after the date of this
Modification Agreement sufficient to obtain from NCDENR a Closure Letter.
4. Numbered Section 4 of the Indemnification Agreement is hereby deleted from
the Indemnification Agreement.
IN WITNESS WHEREOF, the parties have duly executed this modification as of
the day and year first above written.
PURCHASER:
WW-GOLF & SERVICES, LLC
BY: /S/ XXXXXX XXXXX
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Name: Xxxxxx Xxxxx
Title: President
FORWARD GOLF, INC.
BY: /S/ XXXXXX XXXXX
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PRESIDENT
SELLER:
XXXXXX TELECOM LIMITED PARTNERSHIP
BY: /S/ XXXXX X. XXXXXXX
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Name: Xxxxx X. Xxxxxxx
Title: Vice President of Grace Property
Management, Inc., General Partner
