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Exhibit 10.13
SECOND AMENDMENT TO CONTRACT FOR PURCHASE AND SALE
This Second Amendment to Contract for Purchase and Sale ("Second
Amendment") is made and entered into effective as of July 10, 1997, by and
between EYE CARE CENTERS OF AMERICA, INC., a Texas corporation ("Seller") and
JDB REAL PROPERTIES, INC., a Texas corporation ("Purchaser").
WHEREAS, Seller and Purchaser entered into that certain Contract for
Purchase and Sale, with an effective date of June 3, 1997, with respect to
certain real property more particularly described on Exhibit "A" attached hereto
and made a part hereof, and
WHEREAS, Seller and Purchaser amended said Contract for Purchase and
Sale by executing that certain Amendment to Contract for Purchase and Sale dated
effective as of July 3, 1997 (said Contract for Purchase and Sale, as amended by
said Contract for Purchase and Sale, being hereafter referred to as the
"Contract"); and
WHEREAS, Seller and Purchaser have again agreed to amend the Contract
according to the terms and conditions set forth herein.
NOW, THEREFORE, for the mutual covenants and agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Seller and Purchaser hereby amend
the Contract as follows:
1. Section 2.1 of the Contract shall be modified to state as
follows:
Section 2.1 Amount. The purchase price (herein so called) for
the Project is and shall be the sum of FIVE MILLION ONE
HUNDRED THOUSAND AND NO/100 DOLLARS ($5,100,000.00). Except as
provided below, the Purchase Price shall be due and payable by
Purchaser to Seller in cash at the Closing (hereinafter
defined). The payment of the Purchase Price to Seller must be
effectuated by wire transfer or other method sufficient to
provide Seller with "same day" funds on the Closing Date
available for overnight investment by Seller that same day.
Notwithstanding anything to the contrary in this Section 2.1,
FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00) of the proceeds
constituting the Purchase Price shall be withheld from Seller
at the Closing and deposited in escrow subject to the terms of
the Escrow Agreement (hereinafter defined).
2. Section 12.2 of the Contract shall be modified to include a
subsection (k), which shall state as follows:
(h) An executed counterpart of the Escrow Agreement (the
"Escrow Agreement") in the form attached hereto as Exhibit
"F".
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3. Section 12.3 of the Contract shall be modified to include a
subsection (f), which shall state as follows:
(f) An executed counterpart of the Escrow Agreement.
4. The Escrow Agreement attached hereto as Exhibit "F" shall be
incorporated into the Contract as Exhibit "F" to the Contract and shall be and
is hereby made a part thereof for all purposes.
5. Seller and purchaser hereby acknowledge and agree that (i) the
Inspection Period (as defined in the contract) has expired, (ii) Purchaser's
right to terminate the Contract pursuant to Section 7.3 of the Contract is
hereby waived, and (iii) effective as of the date hereof, Purchaser's right to a
return of the Xxxxxxx Money, pursuant to Section 7.3, is also waived.
6. Except as expressly amended by the terms of this Second Amendment,
all of the terms and conditions of the Contract shall be, remain and continue in
full force and effect as set forth in the Contract.
7. This Second Amendment may be executed in one or more counterparts,
each of which shall have the force and effect of an original, and all of which
shall constitute but one document. Copies of the executed originals transmitted
by telefax (i.e. facsimile copies) may be accepted as originals provided that
the originals are substantially contemporaneously mailed or delivered, by a
recognized overnight courier or by hand delivery, to the Title Company (as
defined in the Contract).
EXECUTED to be effective as of the date first written above.
SELLER:
JDB REAL PROPERTIES, INC., a Texas
corporation
By:
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Xxxx X. Xxxxxxxxx, President
PURCHASER:
EYE CARE CENTERS OF AMERICA, INC.,
a Texas corporation
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: CFO
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Receipt of a copy of this Amendment is hereby acknowledged this ___ day of July,
1997.
CHICAGO TITLE INSURANCE COMPANY
By:
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Title:
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