EXHIBIT 10.20
FIRST AMENDMENT TO
PURCHASE AND SALE AGREEMENT AND
JOINT ESCROW INSTRUCTIONS
This First Amendment to Purchase and Sale Agreement and Joint Escrow
Instructions ("First Amendment") is dated for reference June 12, 1995, by and
between GENERAL RESEARCH CORPORATION, a Virginia corporation ("Seller") and
BERMANT DEVELOPMENT COMPANY, a sole proprietorship of Xxxxxxx X. Xxxxxxx, or
assignee ("Buyer").
RECITALS:
A. Buyer and Seller entered into a Purchase and Sale Agreement and
Joint Escrow Instructions dated for reference April 25, 1995 (the "Agreement").
B. Seller and Buyer desire to amend and modify and the Agreement as
provided herein. Capitalized terms have the meanings ascribed to them in the
Agreement unless otherwise provided herein.
NOW, THEREFORE, the parties agree as follows:
1. TENANT LEASE.
Upon the Close of Escrow, Seller's affiliate, GRC International, Inc.
("GRCI") has agreed to lease from Buyer the buildings identified on Exhibit F to
the Agreement as Buildings A, N-1 - N-4 and S-1 - S-4 upon the terms and
provisions of an Interim Lease attached to the Agreement as Exhibit G.
Concurrently with the execution of this First Amendment, the parties have
executed a revised Interim Lease, a copy of which is attached hereto as Exhibit
A. The revised Interim Lease shall replace the Interim Lease attached to the
Agreement as Exhibit G.
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2. BUILDING LEASE
As provided in Section 4 of the Agreement, Buyer has agreed to design and
construct the New Building, a portion of which shall be leased by Seller.
Concurrently with the execution of this First Amendment, the parties have
executed a revised Building Lease, a copy of which is attached hereto as Exhibit
B. The revised Building Lease shall replace the Building Lease attached to the
Agreement as Exhibit H.
3. SATISFACTION OF BUYER'S CONTINGENCIES.
Except as expressly provided herein, Buyer acknowledges that it has
released all contingencies to its obligation to purchase the Property.
Buyer has previously disapproved Items 6 and 15 on Schedule B of the
Preliminary Title Report (3rd Amended) issued by First American Title Insurance
Company as of May 10, 1995. Buyer hereby approves the condition of title to the
Property, conditioned upon the execution by GRCI of the Interim Lease attached
hereto as Exhibit A.
Buyer has previously disapproved the environmental condition of the Real
Property as a result of the presence of asbestos within the Improvements
currently located on the Real Property. Buyer hereby approves the environmental
condition of the Real Property, contingent upon the execution by Seller of the
Asbestos Testing and Remediation Agreement attached hereto as Exhibit C.
4. PROMISSORY NOTE
The Promissory Note attached to the Agreement as Exhibit E shall be
replaced with the Promissory Note attached hereto as Exhibit D.
5. SATISFACTION OF MUTUAL CONTINGENCIES.
Seller and Buyer each acknowledges and agrees that it has released the
contingency in its favor described in Section 9 of the Agreement. Buyer and
Seller further agree that other than the execution of the documents attached as
Exhibits A,
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B and C, and the completion of the deliveries required to close Escrow, there
are no further conditions or contingencies to the close of the transaction
contemplated by the Agreement.
6. CLOSE OF ESCROW.
The Close of Escrow shall occur on or before June 27, 1995.
7. AMENDMENT OF SECTION 11.3.1
Section 11.3.1 of the Agreement is deleted in its entirety and replaced
with the following:
"11.3.1 Cash. An amount of cash or other immediately-available
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funds sufficient to pay the cash downpayment of $810,000 plus Buyer's share
of escrow fees and charges. For purposes of calculating such cash
requirements, Buyer shall be credited with the amount of the Deposit plus
all accrued interest thereon, the sum of $150,000 (representing the
security deposit payable by GRCI under the Building Lease), the sum of
$34,000 (representing the security deposit payable by GRCI under the
Interim Lease) and the sum of $34,000 (representing the first month's rent
payable by GRCI under the Interim Lease)."
8. AMENDMENT OF SECTIONS 11.2.4, 11.3.4 AND 11.6.6
Sections 11.2.4, 11.3.4 and 11.6.6 are deleted in their entirety and
replaced with the following:
"11.2.4 Intentionally Left Blank."
"11.3.4 Intentionally Left Blank."
"11.6.6 Intentionally Left Blank."
9. AMENDMENT OF SECTION 11.6.9
Section 11.6.9 of the Agreement is deleted in its entirety and replaced
with the following:
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"11.6.9 Intentionally Left Blank."
10. NO FURTHER CHANGES.
Except as expressly modified and amended herein, all of the terms and
provisions of the Agreement are hereby ratified and approved.
IN WITNESS WHEREOF, this First Amendment has been executed by the parties
on the dates written below.
SELLER: GENERAL RESEARCH CORPORATION,
a Virginia corporation
Dated: June _____, 1995 By___________________________
BUYER: BERMANT DEVELOPMENT COMPANY
Dated: June _____, 1995 By___________________________
Xxxxxxx X. Xxxxxxx
ACKNOWLEDGMENT AND CONSENT BY ESCROW HOLDER
Escrow Holder hereby acknowledges receipt of this First Amendment and
agrees to be bound by, and conduct its Escrow in accordance with, the terms
hereof.
DATED: June _____, 1995.
FIRST AMERICAN TITLE INSURANCE
COMPANY
By_________________________________
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