Exhibit 10.14
AMENDMENT TO
PURCHASE AND SALE AGREEMENT
THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is
made and entered into as of the 10th day of December, 1999, by and between THE
GENESEE COMPANY, a Colorado corporation ("Seller"), and RS
INVESTMENTS/STONEBRIDGE, LLC, a Colorado limited liability company
("Purchaser").
Recitals
A. Seller and Purchaser have heretofore entered into that certain
Purchase and Sale Agreement dated as of December 1, 1999 (the "Contract"),
relating to the purchase and sale of certain real property in the County of
Jefferson, State of Colorado, more particularly described therein (the
"Property") which is comprised of 83 residential lots.
B. Initially capitalized terms used herein and defined in the Contract
shall have the definitions contained in the Contract, unless otherwise defined
herein.
A. The Property, along with certain other real property owned by
Seller, is subject to that certain Deed of Trust dated as of December 3, 1998,
executed by Seller for the benefit of Xxxxxxx Eagle Ridge, LLC ("Xxxxxxx"),
recorded in the real property records of Jefferson County, Colorado on December
7, 1998 as Reception No. F0751540 (the "Xxxxxxx Deed of Trust"), securing
payment of that certain Promissory Note in the original principal amount of
$464,000, dated December 3, 1998 executed by Seller and payable to Xxxxxxx (the
"Xxxxxxx Note").
B. The Xxxxxxx Deed of Trust provides for the partial release of lots
upon payments under the Xxxxxxx Note of $2,000 per lot.
C. Purchaser anticipates obtaining an acquisition loan from First
American Bank Texas, SSB ("Lender"), pursuant to which Purchaser will execute a
Promissory Note in the principal amount of $3,655,400, which note will secured
by a Deed of Trust, Security Agreement and Financing Statement (the "Purchaser
Deed of Trust"), granted by Purchaser to the Public Trustee for the benefit of
Lender, encumbering the Property.
D. Seller has agreed to cause the subordination of the Xxxxxxx Deed of
Trust to the Purchaser Deed of Trust, by delivering to Lender a copy of a
Subordination Agreement (the "Subordination Agreement"), executed and
acknowledged by Xxxxxxx.
E. Seller has been unable to obtain the Subordination Agreement prior
to the Closing.
F. Seller and Purchaser now desire to amend the Contract to modify
certain terms and provisions of the Contract as set forth below.
Amendment
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements set forth herein, Seller and Purchaser hereby agree as follows:
1. Xxxxxxx Loan. Seller and Purchaser agree that the Xxxxxxx Deed of
Trust shall be a Permitted Exception, and that Purchaser shall take title to the
Property subject to the Xxxxxxx Deed of Trust without abatement of the Purchase
Price, subject to the terms and conditions set forth herein.
2. Subordination. Seller agrees to escrow $166,000 (the "Funds") of its
proceeds from the Closing with the Title Company pursuant to an Escrow Agreement
of even date herewith between Purchaser, Lender and the Title Company (the
"Escrow Agreement"), and an Agreement of even date herewith between Purchaser
and Lender (the "Lender Agreement"), pursuant to which Purchaser has agreed to
obtain the Subordination Agreement on or before December 17, 1999. If Purchaser
fails to obtain the Subordination Agreement prior to December 17, 1999, Lender
shall be entitled to receive the Funds and to utilize the Funds to cause the
Property to be released from the Xxxxxxx Deed of Trust. Seller acknowledges and
agrees to the terms and conditions of the Escrow Agreement and the Agreement,
and Seller further agrees that if the Funds are drawn by the Lender as described
above, Purchaser shall have no obligation to reimburse Seller therefor.
3. Release from Xxxxxxx Deed of Trust. Except as set forth in this
Amendment, Purchaser agrees that it shall be responsible for, and shall pay to
Xxxxxxx when due, the $2,000 per lot release price under the Xxxxxxx Deed of
Trust (the "Release Price") for each of the lots within the Property; provided,
however, that Purchaser shall be under no obligation to pay the Release Price
for any lots acquired by Seller from Purchaser under that certain Option
Agreement dated as of December 1, 1999, by and between Purchaser and Seller,
pursuant to which Purchaser has granted Seller the option to purchase the lots
within the Property.
4. Indemnity. Except as set forth in this Amendment, Seller and
Purchaser each agree to indemnify the other against any costs, expenses, losses,
claims, suits of damages, including reasonable attorneys' fees and costs,
arising out of or resulting from the indemnifying party's breach of any of the
terms or conditions of the Xxxxxxx Deed of Trust or the Xxxxxxx Note, including
any such breach which results in the acceleration of the obligations payable
thereunder.
5. Effect of Amendment. Except as amended by this Amendment, the terms
and provision of the Contract shall remain in full force and effect.
6. Counterparts. This Amendment may be executed in counterparts, each
of which shall be deemed a duplicate original.
7. Facsimile Signatures. Facsimile copies of any party's signature
hereon shall be deemed an original for all purposes.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed as of the date first set forth above.
SELLER:
THE GENESEE COMPANY, a Colorado
corporation
By:
--------------------------------
Xxxxx X. Xxxxx, Vice President
PURCHASER:
RS INVESTMENTS/STONEBRIDGE, LLC, a
Colorado limited liability company
By:
--------------------------------
Xxxxxx X. Short, Manager
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