Exhibit 10.14
FIRST AMENDMENT TO PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT ("First Amendment") is made as
of the 9th day of August, 2001, by and between Waterton Rock, Limited, an
Arkansas limited partnership ("Seller") and KelCor, Inc., a Missouri corporation
("Buyer").
WITNESSETH:
WHEREAS, Seller and Buyer executed that certain Purchase Agreement dated as
of July 10, 2001 (the "Original Contract") pursuant to which Seller agreed to
sell to Buyer, and Buyer agreed to purchase from Seller, that certain parcel of
land and improvements commonly known as The Landings at Rock Creek, located in
Little Rock, Arkansas (the "Property"); and
WHEREAS, the Original Contract provides that the Due Diligence Period will
expire on August 9, 2001.
WHEREAS, the parties hereto desire to amend the Original Contract in
accordance with the terms and conditions specified herein.
NOW, THEREFORE, in consideration of the foregoing covenants and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Definitions. The foregoing recitals are hereby incorporated into this First
Amendment. All capitalized terms not defined herein shall have the same
meaning ascribed to them in the Original Contract. The Original Contract as
hereby amended shallbe referred to collectively as the "Contract" and all
references in the Original Contract to "this Agreement", "the Agreement,"
or "herein" or similar terms shall mean the Original Contract, as amended
by this First Amendment.
2. Due Diligence. Buyer hereby confirms that it has completed its due
diligence and hereby waives its right to terminate the Contract set forth
in Paragraph 5. Buyer's execution of this First Amendment shall serve as
the timely delivery of the Due Diligence Notice.
3. Additional Deposit. Within two (2) business days of the complete execution
of this First Amendment, Buyer shall deliver to the Title Company the
Additional Deposit.
4. Lender Approval Period. Paragraph 3(D)(2) of the Original Contract is
hereby modified to change the Lender Approval Period to August 31, 2001. If
Buyer fails to obtain the Lender Approval by such date, Buyer shall have
the right to terminate the Agreement in accordance with the terms of
Paragraph 3(D)(2).
5. Closing Date. Paragraph 3B of the Original Contract is hereby modified to
change the Closing Date to September 18, 2001. Buyer retains the right
pursuant to Paragraph 3(D)(5) to extend the Closing Date.
6. Counterparts; Facsimile Execution. The parties hereto agree that: (a) this
First Amendment may be executed in several counterparts, each of which
shall be deemed an original and all of which counterparts together shall
constitute one and the same instrument, and that executed counterpart
originals shall be satisfactory for purposes of enforcing this First
Amendment; and (b) original signatures transmitted via facsimile shall be
acceptable for purposes of executing this First Amendment. If counterpart
originals are executed and/or original signatures are transmitted by
facsimile, the parties hereto shall endeavor in good faith to deliver to
each other executed counterpart originals within ten (10) days from the
date hereof.
7. Effect of Modification. Except as expressly modified by this First
Amendment, the terms and conditions of the Original Contract shall
otherwise remain in full force and effect, without change.
IN WITNESS WHEREOF, the parties hereto have duly executed and sealed
this Third Amendment as of the date first above written.
SELLER:
WATERTON ROCK, LIMITED,
an Arkansas limited partnership
By: Waterton Rock Investors, Limited,
an Arkansas limited partnership
By: SV L.L.C., an Illinois limited liability company
Its general partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Member
BUYER:
KelCor, INC.,
a Missouri corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
