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EXHIBIT 10.3
FIFTH AMENDMENT TO AGREEMENT FOR THE
PURCHASE AND SALE OF REAL ESTATE
This Fifth Amendment To Agreement for the Purchase and Sale of Real
Estate ("Amendment") dated this 27th day of September, 1996 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").
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"), and that certain Fourth
Amendment to Agreement for the Purchase and Sale of Real Estate dated September
___, 1996 (the "Fourth Amendment"; the Purchase Agreement, First Amendment,
Second Amendment, Third Amendment and Fourth 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, Seller and Purchaser have agreed to extend the date of the
Initial Closing (as defined in the Third Amendment) 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 Purchaser and
Seller agree as follows:
1. Section 1(A) of the Third Amendment is hereby amended to
reflect that the Initial Closing shall be held on or before September 26, 1996.
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2. Section 3 of the Third Amendment is hereby amended to reflect
that all xxxxxxx money deposits previously delivered by Purchaser which by the
terms of the Agreement are to apply to the Purchase Price of the Property
(unless otherwise defined herein, all capitalized terms shall have the same
meaning that they are given in the Agreement), which sum is $125,000.00, shall,
with the exception of $100.00 of such sums (the "Outparcel Deposit"), be
credited (together with interest earned thereon) to the purchase of the Main
Site. The Outparcel Deposit shall be credited to the Outparcel Purchase Price
at the final Outparcel Closing.
3. This Amendment shall be binding upon and inure to the benefit
of the successors and assigns of the respective parties hereto.
4. 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 hereto as of the day and year first above written.
PURCHASER:
WELLINGTON CENTER ASSOCIATES, LLC
By:/s/
(SEAL) -----------------------------
Manager
SELLER:
CAROLINA INVESTMENT PARTNERS,
LIMITED PARTNERSHIP
BY:/s/
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General Partner
ADA CORPORATION OF NORTH CAROLINA
ATTEST:
/s/
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------ Secretary
(Corporate Seal)
By:/s/
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---------- President
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