EXHIBIT 10.21.4
FOURTH AMENDMENT
TO
PURCHASE AND SALE AGREEMENT
This FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this
"Amendment") is made and entered into as of October 23, 2003, between AP/APMC
SAVANNAH, L.P. ("Seller") and BARCELO CRESTLINE CORPORATION, a Maryland
corporation ("Buyer").
RECITALS
WHEREAS, Seller and Buyer have entered into that certain
Purchase and Sale Agreement dated as of September 17, 2003, as amended by that
First Amendment to Purchase and Sale Agreement dated as of October 7, 2003,
Second Amendment to Purchase and Sale Agreement dated as of October 17, 2003 and
Third Amendment to Purchase and Sale Agreement dated as of October 21, 2003
(collectively, the "Original Agreement");
WHEREAS, the Inspection Period has expired without termination
of the Original Agreement by Buyer; and
WHEREAS, Buyer and Seller have decided to amend the Original
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. The parties hereby agree, and it shall be a condition hereof, that the
Buyer shall deposit $500,000 of the Additional Deposit with the Title Company no
later than 12:00 pm eastern standard time October 24, 2003, and all such amounts
on deposit with the Title Company are and shall be non-refundable to Buyer from
and after the date hereof, except as otherwise provided in Section 2(a) of the
Original Agreement.
2. Buyer hereby agrees to deposit the remaining $500,000 of the Additional
Deposit and the Extension Deposit with the Title Company no later than 5:00 pm
eastern standard time on Monday, October 27, 2003, and, in the event Buyer
fails, for any reason whatsoever, to timely deposit such funds in full, (i) the
Original Agreement shall be terminated as of 5:00 pm eastern standard time,
October 27, 2003, (ii) Buyer shall forfeit all right to the Deposit and (iii)
Seller shall be immediately entitled to direct the Title Company to release the
Deposit to Seller.
3. Except as specifically amended hereby, Seller and Buyer agree that the
Original Agreement remains in full force and effect and binding upon the parties
hereto. In the event of any conflict between the Original Agreement and this
Amendment, the terms of this Amendment
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shall prevail. All capitalized terms not defined herein shall have the meaning
set forth in the Original Agreement.
4. This Amendment may be executed in separate counterparts, the signatures
on which may be by facsimile, none of which need contain the signatures of all
parties, each of which shall be deemed to be an original, and all of which taken
together constitute one and the same instrument. It shall not be necessary in
making proof of this Amendment to produce or account for more than the number of
counterparts containing the respective signatures of, or on behalf of, all of
the parties hereto.
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IN WITNESS WHEREOF, Seller and Buyer have duly executed this
Amendment as of the date first above written.
SELLER:
AP/APMC SAVANNAH, L.P.
By: AP/APMC-GP, Inc.
By: /s/ Xxxxxxx Xxxxxxxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxxxxxxx
Title: Vice President
BUYER:
BARCELO CRESTLINE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
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