EXHIBIT 10.12
SIXTH AMENDMENT TO AGREEMENT FOR THE
PURCHASE AND SALE OF REAL ESTATE
This Sixth Amendment To Agreement for the Purchase and Sale of Real Estate
("Amendment") dated this 12th day of September, 1997, by and between CAROLINA
INVESTMENT PARTNERS, LIMITED PARTNERSHIP, a North Carolina limited partnership,
ADA CORPORATION OF NORTH CAROLINA, a North Carolina corporation (hereinafter
referred to collectively as "Seller"), and WELLINGTON CENTER ASSOCIATES, LLC, a
North Carolina limited liability company (hereinafter referred to as
"Purchaser"). These parties shall hereinafter sometimes be referred to
collectively as the "Parties", and individually as a "Party".
W I T N E S S E T H :
WHEREAS, Seller and Xxxxxxxxx & Banks, Ltd, a Rhode Island corporation
(predecessor-in-interest to Purchaser), as Purchaser, entered into that certain
Agreement for the Purchase and Sale of Real Estate dated April 20, 1995 (the
"Purchase Agreement"), as amended by that certain First Amendment to Agreement
for the Purchase and Sale of Real Estate dated August 9, 1995 (the "First
Amendment"), and that certain Second Amendment to Agreement for the Purchase and
Sale of Real Estate dated April 19, 1996 (the "Second Amendment"), and that
certain Third Amendment to Agreement for the Purchase and Sale of Real Estate
dated September 10, 1996 (the "Third Amendment"), that certain Fourth Amendment
to Agreement for the Purchase and Sale of Real Estate dated September, 1996 (the
"Fourth Amendment"), and that certain Fifth Amendment to Agreement for the
Purchase and Sale of Real Estate dated September 27, 1996 (the "Fifth
Amendment") (the Purchase Agreement, First Amendment, Second Amendment, Third
Amendment, Fourth Amendment, and Fifth Amendment shall hereinafter sometimes be
referred to collectively as the "Agreement"), for the purchase and sale of
approximately 17.1745 acres of real property located in Cary, Wake County, North
Carolina, as the same is more particularly described in the Agreement; and
WHEREAS, the Parties have agreed to extend the date by which all of the
Outparcels (as defined in the Third Amendment) must be closed (the "Outparcel
Closing Date"), and to otherwise amend the Agreement upon the terms and
conditions set forth hereinbelow.
NOW, THEREFORE, for and in consideration of the mutual promises and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
1. Section 2(B) of the Third Amendment is hereby amended to reflect the
following:
(a) The Outparcel Closing Date shall be December 15, 1997;
(b) Upon the full execution of this Amendment, but in no case later
than September 10, 1997, Purchaser shall pay to Seller a closing date extension
fee in the amount of Twenty Five Thousand and No/100 Dollars ($25,000.00), which
fee shall be neither refundable nor applicable to the Purchase Price (as defined
in the Agreement);
(c) Purchaser shall also indemnify and hold harmless Xxxxx Xxxxx,
III, Xxxxxx X. Xxxxxxx and C. Xxxxxxx Xxxxx, general partners of Seller, of and
from any claims, liabilities, damages, loss, costs or expenses (including
reasonable attorneys' fees) arising from this Amendment and instituted by or on
behalf of Seller or any director(s), officer(s), shareholder(s) or limited
partner(s) of Seller; and
(d) In the event that the Parties subsequently agree in writing to
extend the Outparcel Closing Date beyond December 15, 1997, Purchaser shall pay
to Seller a late closing penalty in an amount equal to ten
percent (10%) of the purchase price of each Outparcel closed after December 15,
1997, but in no event later than January 30, 1998.
2. This Amendment shall be binding upon and inure to the benefit of the
successors and assigns of the respective parties hereto.
3. This Amendment shall be construed under and in accordance with the laws
of the State of North Carolina.
Except as herein expressly modified, all of the terms and conditions of
the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, this Amendment has been duly executed by the Parties
as of the day and year first above written.
PURCHASER:
WELLINGTON CENTER ASSOCIATES, LLC
By: /s/ Xxxxxxx Xxx
_______________________________(SEAL)
Manager
SELLER:
CAROLINA INVESTMENT PARTNERS, LIMITED PARTNERSHIP
By: /s/ Xxxxx X. Xxxxx, III (SEAL)
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General Partner
ADA CORPORATION OF NORTH CAROLINA
ATTEST:
/s/ Xxxxxx X. Xxx
___________ Secretary
(Corporate Seal)
By: /s/ Xxxxxx X. Xxxxxxx
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Vice President
