EXHIBIT 10(kk)
12/9/97
FIRST AMENDMENT TO CONTRACT OF SALE
FIRST AMENDMENT TO CONTRACT OF SALE made as of December 10, 1997, between
COMPUCOM SYSTEMS, INC., a Delaware corporation ("Seller"), and XXXXXXXXX REALTY
PARTNERS, L.L.C., a Texas limited liability company ("Purchaser").
RECITALS
A. The Seller and the Purchaser are parties to a contract of sale
(10100 North Central Expressway, Dallas, TX) dated effective October 23, 1997
(the "Original Contract of Sale").
B. The parties have agreed to amend the Original Contract of Sale to make
a number of changes including extending the inspection period, increasing the
xxxxxxx money deposit, changing the closing date, adjusting the purchase price
and providing for Seller financing, all as hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt, sufficiency and adequacy of which are
hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. The defined terms used herein shall have the same
meanings as provided therefor in the Original Contract of Sale, unless the
context hereof otherwise requires or provides. The term "Contract" means the
Original Contract of Sale as amended by this First Amendment to Contract of Sale
and as the same may hereafter be amended from time to time.
2. AMENDMENTS TO ARTICLE III. Article III of the Original Contract of
Sale is hereby amended as follows:
(a) Section 3.1 is hereby amended to read in its entirety as
follows:
3.1 Purchase Price. The Purchase Price shall be Nine Million
Eight Hundred Thousand Dollars ($9,800,000).
(b) Section 3.2 is hereby amended by changing "One Hundred Thousand
and No/100 Dollars ($100,000)" to "One Hundred Fifty Thousand and No/100
Dollars ($150,000)" on the seventh and eighth lines thereof.
(c) Section 3.3 is hereby amended to read in its entirety as
follows:
3.3 Payment of Purchase Price. The Purchase Price shall be
payable to Seller through the Title Company as follows:
(a) $1,960,000 in cash or other immediately
available United States Federal funds at Closing. The Xxxxxxx
Money Deposit shall be delivered to Seller and applied as a
credit against the Purchase Price.
(b) Delivery at Closing of Purchaser's promissory
note (the "Note") made payable to the order of Seller in the
original principal sum of $7,840,000
FIRST AMENDMENT TO CONTRACT OF SALE - Page 1
dated the Closing Date. The Note shall bear interest at the rate
of 6.8% per annum and shall be due and payable in one installment
of principal and interest on October 31, 1998, and shall be in
such form as is satisfactory to Seller. The Note shall be secured
by a first and superior lien against the Property pursuant to the
terms of a deed of trust and collateral assignment of rents ("Deed
of Trust") from Purchaser, to Xxxxxxxxx X. Xxxxxx, as Trustee for
the use and benefit of Seller, which Deed of Trust shall contain
provisions prohibiting the sale and the placing of subordinate
liens against the Property without Purchaser's consent and which
shall be in such form as is satisfactory to Seller.
3. TERMINATION OF INSPECTION PERIOD. The parties agree that (a) the
Inspection Period has expired, (b) Purchaser has accepted the condition of the
Property, (c) Purchaser's right to terminate the Original Contract of Sale
pursuant to Section 5.1 thereof has been waived, and (d) the Xxxxxxx Money
Deposit is non-refundable in any event other than Seller's default or
Purchaser's termination of the Original Contract of Sale pursuant to the
provisions of Section 4.4 thereof. Upon the execution of this First Amendment to
Contract of Sale, Purchaser shall deposit the remaining $100,000 of the Xxxxxxx
Money Deposit with the Title Company.
4. AMENDMENTS TO ARTICLE IX. Article IX of the Original Contract of Sale
is hereby amended as follows:
(a) Section 9.1 is hereby amended to read in its entirety to read as
follows:
9.1 Date and Place of Closing. The Closing shall take place in the
offices of the Title Company. The Closing Date shall be on December
30, 1997. By mutual written agreement, Seller and Purchaser may select
an earlier or later date as the Closing Date.
(b) Section 9.2(b)(ii) is hereby amended to read in its entirety as
follows:
(ii) the original of the Note and the original of the Deed of
Trust fully executed by Purchaser and accompanied by one or more UCC-1
financing statements and the opinion of Messrs. Xxxxxx and Xxxxx, LLP,
counsel for Purchaser, as to the power and authority of Purchaser to
execute, deliver and perform the Note and the Deed of Trust and as to
the enforceability of the Note and the Deed of Trust against
Purchaser.
(c) Section 9.2(b)(iv) is hereby amended to read in its entirety as
follows:
(iv) a mortgagee policy of title insurance in the maximum amount
of the Note insuring that the Deed of Trust constitutes a valid lien
against the Property subject only to those exceptions and encumbrances
which Seller approves, in a form acceptable to Seller.
(d) Section 9.3(e) is hereby amended by adding the phrase "(other than
the Note and Deed of Trust)" after the word "Property" on the first line
thereof.
(e) Section 9.5 is hereby amended by adding the following sentence as
the fourth sentence in such section:
FIRST AMENDMENT TO CONTRACT OF SALE - Page 2
Purchaser is responsible for paying the cost of the entire premium for
the mortgagee policy of title insurance, including the additional
premium for modification of the "survey exception".
5. AUTHORITY. Each party represents that it has full power and authority
to execute, deliver and carry out the terms and provisions of this First
Amendment to Contract of Sale and that all necessary and appropriate corporation
action has been taken in order to authorize the transactions contemplated by
this First Amendment to Contract of Sale.
6. NO FURTHER AMENDMENTS. Except as previously amended in writing or as
hereby amended, the Original Contract of Sale shall remain unchanged and all
provisions shall remain fully effective between the parties.
7. LIMITATION ON AGREEMENTS. The agreements and amendments set forth
herein are limited precisely as written and shall not be deemed (a) to be a
waiver or waivers of or a consent or consents to or an amendment of any other
term or condition in the Original Contract of Sale, or (b) to prejudice any
right to rights which either party now has or may have in the future under or in
connection with the Original Contract of Sale.
8. COUNTERPARTS. This First Amendment to Contract of Sale may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same agreement, and either of the parties to this First
Amendment to Contract of Sale may execute this First Amendment to Contract of
Sale by signing any counterpart.
9. ENTIRE AGREEMENT. This First Amendment to Contract of Sale, together
with the Original Contract of Sale, embodies the entire agreement between the
parties and supersedes all prior agreements and understandings, if any, relating
to the Property.
IN WITNESS WHEREOF, the parties have executed this First Amendment to
Contract of Sale to be effective for all purposes as of the date and year first
above written.
SELLER:
COMPUCOM SYSTEMS, INC.
By /s/ X. XXXXXX XXXXX
--------------------------------------
X. Xxxxxx Xxxxx
Senior Vice President of Finance
Chief Financial Officer
BUYER:
XXXXXXXXX REALTY PARTNERS, L.L.C.
By /s/ XXXX X. XXXXXXX
--------------------------------------
Xxxx X. Xxxxxxx
President
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