FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FOURTH AMENDMENT TO PURCHASE AND SALE AGREEMENT (this "Amendment") is
made as of the 6th day of October, 2004, by and between CLF VA XXXXX LLC
("Purchaser") and NEDA OF PUERTO RICO, INC. ("Seller").
BACKGROUND
A. Seller and Caplease, LP have entered into a certain Purchase and Sale
Agreement, dated as of July 14, 2004, as amended by the First Amendment to
Purchase and Sale Agreement dated as of August 13, 2004, by the Second Amendment
to Purchase and Sale Agreement dated as of September 15, 2004 and by the Third
Amendment to Purchase and Sale Agreement dated as of September 29, 2004
(collectively, the "Agreement"). The Agreement was assigned by Caplease, LP to
Purchaser pursuant to that certain Assignment and Assumption of Purchase and
Sale Agreement dated September 24, 2004.
B. The Seller and Purchaser desire to amend the Agreement as set forth
below.
C. Capitalized terms used herein but not defined herein shall have the
meaning ascribed to such terms in the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, and intending to be legally bound hereby,
the parties agree as follows:
1. The reference to "October 7, 2004" in the definition of Review Period
in Section 3 of the Agreement is hereby deleted and replaced with "October 28,
2004".
2. The reference to "October 7, 2004" in the definition of Closing Date in
Section 8.1 of the Agreement is hereby deleted and replaced with "October 28,
2004".
3. If, on October 28, 2004, Seller fails to cause the matters set forth on
Schedule I hereto to be satisfied and completed to the reasonable satisfaction
of Purchaser and the Closing Date is extended by agreement of Seller and
Purchaser beyond October 28, 2004 because Seller is not able to perform in
accordance with the Agreement, then Seller and Purchaser agree that at Closing
Purchaser shall receive a credit against the Purchase Price equal to
$109,241.70, which amount is equal to the current monthly rental payment under
the VA Lease.
4. Except as specifically amended by the foregoing, all of the terms,
conditions, covenants and agreements in the Agreement shall remain unaltered and
of full force and effect. In the event of any conflict or inconsistency between
the terms and provisions set forth in the Agreement and the terms and provisions
set forth in this Amendment, the terms and provisions set forth herein shall
control.
5. This Amendment shall be governed and construed according to the laws of
the State of New York. This Amendment shall inure to the benefit of, and be
binding upon, the parties hereto and their respective successors and assigns.
6. This Amendment may be executed in one or more counterparts, each of
which shall be deemed to be an original as to any party whose signature appears
thereon, and all of which when taken together shall constitute one and the same
instrument. The parties agree to accept and rely on facsimile copies of
signatures on this Amendment as originals.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
NEDA OF PUERTO RICO, INC., a Puerto Rico
corporation
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Its: Owner
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CLF VA XXXXX LLC,
a Delaware limited liability company
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Sr Vice President
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