EXHIBIT 10.67
FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE
OF PROPERTY FOR THE STONE & XXXXXXX BUILDING
FIRST AMENDMENT TO AGREEMENT FOR
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THE PURCHASE AND SALE OF PROPERTY
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FIRST AMENDMENT TO AGREEMENT FOR THE PURCHASE AND SALE OF PROPERTY
(this "First Amendment") dated as of December 18, 2000, is between CARDINAL
PARAGON, INC., a Texas corporation, having an address at 00000 Xxxxx Xxxxxxx
Xxxxxxxxxx, Xxxxxx, Xxxxx 00000 ("Seller"), and XXXXX OPERATING PARTNERSHIP,
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L.P., a Delaware limited partnership, having an address c/x Xxxxx Capital, Inc.,
0000 Xxx Xxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxx 00000 ("Purchaser").
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RECITALS
A. Under Agreement for the Purchase and Sale of Property ("Contract")
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dated as of November 28, 2000, Seller agreed to sell its interests with respect
to, and Purchaser agreed to purchase, the parcel of real property, the
improvements thereon and related personal property located at and known as 0000
Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxx (the "Project"), as more fully described in the
Contract; and
B. Seller and Purchaser mutually desire to amend the Contract as more
particularly set forth herein.
NOW, THEREFORE, for and in consideration of the covenants and agreements
set forth herein, the parties hereto hereby agree as follows:
1. For and in consideration of the disbursement by Seller to Purchaser at
the Closing of Seventy Thousand, Five Hundred Dollars ($70,500.00) of
the sales proceeds, Purchaser hereby agrees to accept the Improvements
with such matters as are disclosed in the letter from Xxxxxxxxx &
Associates to Cardinal Capital Partners, Inc. dated December 4, 2000,
and hereby releases Seller from any obligation to remedy or repair any
such matters.
2. Exhibit B-2 to the Contract is hereby deleted and the Exhibit B-2
attached hereto is hereby substituted in lieu thereof. The obligations
of Purchaser under the Contract are subject to receipt by Purchaser of
one original of the documents set forth in Exhibits B-2 and B-3.
3. Exhibit C to the Contract is hereby deleted and the Exhibit C attached
hereto is hereby substituted in lieu thereof.
4. Exhibit E to the Contract is hereby deleted and the Exhibit E attached
hereto is hereby substituted in lieu thereof.
5. Exhibit F to the Contract is hereby deleted and the Exhibit F attached
hereto is hereby substituted in lieu thereof.
6. The form of Sysco estoppel attached hereto as Exhibit G is hereby
approved by Purchaser.
7. The form of Xxxx of Sale attached hereto as Exhibit H is hereby
approved by Purchaser.
8. The form of Assignment and Assumption of Leases attached hereto as
Exhibit I is hereby approved by Purchaser.
9. The form of Assignment of any assignable Service Contracts attached
hereto as Exhibit J is hereby approved by Purchaser.
10. Delivery to Purchaser of an original of the Notice letter attached
hereto as Exhibit K shall satisfy the obligations of Seller pursuant
to Subsection 11(j) of the Contract.
11. Delivery to Alamo Title Company of an original of the indemnity
agreement attached hereto as Exhibit L shall satisfy Seller's
obligations pursuant to Subsection 11(n) of the Contract.
12. The Feasability Period expires December 18, 2000, at 12:00 P.M.
Eastern Time, FOR WHICH TIME IS OF THE ESSENCE; Purchaser may
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terminate the Contract by sending, prior to the expiration of the
Feasability Period, written notice thereof by facsimile transmission
to Xx. Xxx X. Xxxxxx at 000- 000-0000 and to Xxxxxx X. Xxxxx, Esq. at
000-000-0000 provided that receipt of any such notice is confirmed by
speaking with, or leaving a voice-mail message for, Xxxxxx X. Xxxxx at
000-000-0000 prior to the expiration of the Feasability Period.
13. The Closing Date shall occur no later than twenty-one (21) days
subsequent to the expiration of the Feasability Period, FOR WHICH TIME
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IS OF THE ESSENCE.
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14. The obligations of Purchaser under the Contract are subject to the
receipt by Purchaser of one original of the document set forth in
Exhibit M attached hereto and made a part hereof.
15. The obligations of Purchaser under the Contract are subject to the
receipt by Purchaser of one original of the document set forth in
Exhibit N attached hereto and made a part hereof.
16. The obligations of Purchaser under the Contract are subject to the
receipt by Purchaser of one original of the document set forth in
Exhibit O attached hereto and made a part hereof.
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17. Purchaser hereby confirms the documents specified in the Contract and
in this First Amendment are the documents reasonably required in order
to close the transaction contemplated herein and therein.
18. The form of Special Warranty Deed attached hereto as Exhibit P is
hereby approved by Purchaser.
19. Operating expenses, maintenance costs, utilities, and charges
associated with the ownership and operation of the Property shall be
apportioned between the parties and pro-rated as of the Closing Date.
To the extent the apportionments to be made under this paragraph may
not reasonably be determined on the Closing Date, the parties agree to
effect such apportionments as soon as practicable thereafter, with
final reconciliation to be made within sixty (60) days after the
Closing.
20. The obligations of Purchaser under the Contract are subject to the
receipt by Purchaser of one original of the document set forth in
Exhibit Q attached hereto and made a part hereof.
21. The obligations of Purchaser under the Contract are subject to the
receipt by Purchaser of one original of the document set forth in
Exhibit R attached hereto and made a part hereof, which document shall
be evidence that the conditions set forth in Subsections 6(f) and (g)
have been satisfied.
22. Subsection 3(c) of the Contract is hereby revised so Purchaser is not
obligated to pay the $500,000.00 of additional Xxxxxxx Money described
therein until the earlier of (i) Closing, or (ii) 5:00 PM Eastern
Time, Wednesday, December 20, 2000.
Each capitalized term used herein and not defined shall have the definition
ascribed to such term in the Contract. Except to the extent expressly modified
herein, the Contract is hereby ratified and confirmed and in full force and
effect and is binding upon the parties hereto. This First Amendment may be
executed by facsimile transmission and in any number of counterparts all of
which taken together shall constitute one agreement. All conflicts between the
Contract and this First Amendment shall be resolved in favor of this First
Amendment.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the date first above written.
SELLER:
CARDINAL PARAGON, INC.,
a Texas corporation
By: /s/ Xxx X. Xxxxxx
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Xxx X. Xxxxxx, Vice President
PURCHASER:
XXXXX OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
By: XXXXX REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment
trust, its general partner
By: /s/ Xxxxxxx X. Xxxxxxxx
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Printed Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
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