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EXHIBIT 10.3
AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT ("Amendment") is entered
into as of the ______ day of _____________, 1998 by and between the undersigned
parties.
W I T N E S S E T H:
WHEREAS, the undersigned entered into that certain Purchase and Sale
Agreement, dated as of May 10, 1998 (the "Agreement"), regarding the sale of
certain real property located in Chesapeake, Virginia (Greenbrier Industrial
Center) , Loudoun county, Virginia (Lots 2-A and 3-A of Le Bourget Business
Park), and Chesapeake, Virginia (Greenbrier Technology Center ), which property
is more particularly described in the Agreement (the "Property");
WHEREAS, the parties desire to amend the Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. The undersigned hereby agree that Section 2.02 is hereby
amended as follows:
a. The Initial Deposit (in the amount of $67,500 together with
all interest earned thereon) currently held by Escrow Agent shall,
simultaneously with the execution of this Amendment, be wire transferred to
Seller in accordance with the instructions set forth in Exhibit A, attached
hereto and made a part hereof, to be held by Seller in accordance with the terms
set forth in the Agreement;
b. Section 2.02(b) is hereby deleted and the following is
substituted in lieu thereof:
"(b) Buyer shall upon execution of this Amendment, deliver
to Seller, via wire transfer, an additional xxxxxxx money
deposit in the amount of $236,500 (the "Additional Deposit")"
c. Section 2.02 (e) of the Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:
"(e) At the time of execution of this Amendment, Buyer shall
deliver to Seller (in accordance with the wire transfer
instructions set forth in Exhibit A) the Additional Deposit
and a supplemental deposit in the amount of $136,000 (the
"Supplemental Deposit"). The Initial Deposit, Additional
Deposit and Supplemental Deposit shall hereinafter be referred
to as the "Deposit." The term "Deposit" as used herein shall,
in addition to referring to the Initial Deposit, the
Additional Deposit and the Supplemental Deposit may also be
deemed to refer to any one of the terms Initial Deposit,
Additional Deposit or Supplemental Deposit, as the context
requires. The Deposit, together with all interest earned
through the date hereof with respect to the Initial Deposit,
if
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any, shall be applied to the Purchase Price at Closing and
shall be non-refundable to the Buyer unless Seller shall
default in tendering the Deed and other closing documents
described in Section 10.01 to Buyer at Closing."
2. The Escrow Agent is hereby authorized and instructed to
transfer the Initial Deposit, together with any interest earned thereon, to the
Seller as described in paragraph 1. above and is hereby released from any and
all obligations or responsibilities relating to the Deposit.
3. Section 3.01 of the Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:
"3.01 Closing. All documents necessary or appropriate to
transfer the Project shall be delivered and closing (the
"Closing") shall be held on, or in Buyer's sole discretion,
provided that Seller is furnished with five (5) days prior
written notice of the earlier Closing Date, before September
30, 1998 at the offices of Xxxx and Xxxx LLP, 0000
Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.
4. Section 3.02 of the Agreement is hereby deleted in its
entirety and the following is substituted in lieu thereof:
"3.02 Conditions to Closing. There are no conditions
precedent to Buyer's obligation to close hereunder.
Notwithstanding anything to the contrary contained in the
Agreement, any and all conditions precedent to Closing, or any
provisions set forth in the Agreement whereby Buyer has the
option to terminate the Agreement, are hereby waived and
deemed satisfied by Buyer and Buyer shall proceed to Closing
on or before September 30, 1998. In the event Buyer does not
close on or before September 30, 1998, Seller shall retain the
Deposit, including all interest earned thereon, in accordance
with Section 13.04."
5. Except as amended herein, the Agreement is hereby confirmed to
remain in full force and effect.
6. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Agreement.
7. This Amendment may be executed in counterparts, each of which
shall be deemed to be an original but all of which shall be one and the same
document.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
A & A Greenbrier, Inc., a Virginia corporation
By:
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Xxxxx Xxxxxxx
President
A & A Northpointe B, Inc., a Virginia corporation
By:
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Xxxxx Xxxxxxx
President
A & A Northpointe C, Inc., a Virginia corporation
By:
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Xxxxx Xxxxxxx
President
A & A Greenbrier Tech, Inc., a Virginia corporation
By:
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Xxxxx Xxxxxxx
President
DDR Office Flex Corporation, an Ohio corporation
By:
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Xxxxx X. Xxxxxx
Executive Vice President and Chief
Operating Officer
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JOINDER BY ESCROW AGENT
Commercial Title Group, Ltd., referred to in the Agreement as the "Escrow Agent"
hereby acknowledges the instructions set forth above to transfer the Initial
Deposit, together with all interest earned thereon, to Seller in accordance with
the provisions set forth above.
Commercial Title Group, Ltd.
By:
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Xxxxxxx Xxxxxxx
President
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