EXHIBIT 10.30
SECOND AMENDMENT TO REAL ESTATE OPTION AGREEMENTS
BETWEEN THE DEVELOPMENT CORPORATION OF XXXX COUNTY
AND
XXXXX DEVELOPMENT CORPORATION
SECOND AMENDMENT TO REAL ESTATE OPTIONAGREEMENTS
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(LOTS 10 & 11, CENTERPOINT BUSINESS PARK)
THIS SECOND AMENDMENT (the "Second Amendment") is made and entered into as
of the 7th day of October 1998 by and between THE DEVELOPMENT CORPORATION OF
XXXX COUNTY (hereinafter referred to as "Seller"), and XXXXX DEVELOPMENT
CORPORATION (hereinafter referred to as "Purchaser").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, Seller and Purchaser entered into that certain Real Estate Option
Agreement dated as of April 22, 1998, with respect to Xxx 00 xx XxxxxxXxxxx
Xxxxxxxx Xxxx, and that certain Real Estate Option Agreement dated as of June
21, 1998, with respect to Xxx 00 xx XxxxxxXxxxx Xxxxxxxx Xxxx (collectively, the
"Original Option Agreements") (Lots 10 and 11 of CenterPoint Business Park, as
more particularly described in Exhibit "A" to the Original Option Agreements,
being collectively referred to as "Premises"); and
WHEREAS, Seller and Purchaser entered into that certain Amendment to Real
Estate Option Agreement dated September 8, 1998 (the "First Amendment") (the
Original Option Agreements as modified by the First Amendment being hereinafter
referred to as the "Option Agreements"); and
WHEREAS, Seller and Purchaser desire to modify and amend the Option
Agreements, all upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, for and in consideration TEN DOLLARS ($10.00) and other
good and valuable consideration in hand paid by each party hereto the other, the
receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser
agree as follows:
1. Terms used herein and denoted by their initial capitalization shall
have the meanings set forth in the Option Agreements unless specifically
indicated herein to the contrary. In the event of any conflict or inconsistency
between the terms and conditions of this Second Amendment and of the Option
Agreements, the terms and conditions of this Second Amendment shall govern and
control.
2. Seller shall be obligated to repurchase the Premises from Purchaser on
or before December 1, 1998, in the event Purchaser does not obtain, on or before
November 15, 1998, all approvals necessary to construct the approximately 70,000
square foot office building contemplated by Purchaser (limited to a Certificate
of Appropriateness from the Tennessee Technology Corridor Development Authority
and a Use on Review approval of Purchaser's development plan from the
Metropolitan Planning Commission and approval of Purchaser's plans by Seller
under and pursuant to the Protective Covenants for CenterPoint Business Park, as
corrected by Corrected Version, Protective Covenants for CenterPoint Business
Park, as corrected by CenterPoint Business Park Design Standards and Restrictive
Covenants, as amended).
The purchase price shall be the same as the purchase price paid by Purchaser to
Seller, less a 5% realtor fee of $40,625.00 to Adevco Realty Group, LLC, and
shall be payable by Seller to Purchaser at the closing in cash, by cashier's
check, by wire transfer of immediately available federal funds or by other
method acceptable to Purchaser.
Agreed to by:
/s/ Xxxxxxx Xxxxxx 10/7/98
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Xxxxxxx Xxxxxx, Xxxxx Development Date
/s/ Xxxxxxx X. Xxxxxxx 10/7/98
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Xxxxxxx X. Xxxxxxx, The Development Corporation Date
Title to the Premises shall be conveyed by Purchaser to Seller by limited
warranty deed, subject only to such title exceptions in existence at the date
the Premises were originally conveyed by Seller to Purchaser. Purchaser shall
pay any real estate taxes attributable to Purchaser's period of
ownership of the Premises, and for any utility assessments or fees resulting
from Purchaser's activities on the Premises. Current real property taxes and
installments of special assessments shall be prorated as of the date of closing.
Seller shall bear the cost of any title insurance coverage desired by Seller.
Seller shall pay the state transfer tax imposed in connection in connection with
the limited warranty deed from Purchaser to Seller. Purchaser shall pay the fees
and expenses of Seller's and Purchaser's attorneys in connection with the
transfer of the Premises from Purchaser to Seller. In the event Purchaser has
undertaken any excavation or clearing activities on the Premises, then at or
prior to such closing, Purchaser shall grade the surface of the Premises to
approximately the same contours as existed on the date of Closing, and shall
seed the graded portion with grass seed. The provisions of this Paragraph shall
survive the Closing of the transfer of the Premises from Seller to Purchaser.
3. The Premises shall be conveyed by Seller to Purchaser free and clear
of (and Seller shall waive any and all rights under) any repurchase option in
favor of Seller otherwise contained in the CenterPoint Business Park Design
Standards and Restrictive Covenants recorded at Deed Book 2261, page 805, in the
Register's Office for Xxxx County, Tennessee.
4. As expressly modified by this Second Amendment, the Option Agreements
shall remain in full force and effect, and are expressly ratified and confirmed
by the parties hereto. The terms of this Second Amendment shall supersede and
control over any conflicting or contrary terms in the Option Agreements. This
Second Amendment shall be governed by and construed in accordance with the laws
of the State of Tennessee, and shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, successors, representatives and
assigns.
IN WITNESS WHEREOF, Seller and Purchaser have caused this Second
Amendment to be duly authorized, executed and delivered as of the day and the
year first above written.
"SELLER":
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THE DEVELOPMENT CORPORATION OF XXXX COUNTY
By: /s/ Xxxxxxx X. Xxxxxxx
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Its: Executive Director
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(SEAL)
"PURCHASER":
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XXXXX DEVELOPMENT CORPORATION
By: /s/ Xxxxxxx Xxxxxx
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Its: Vice President
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(SEAL)
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