FOURTH AMENDMENT TO AGREEMENT OF PURCHASE AND SALE
Exhibit
10.5
FOURTH
AMENDMENT TO
This
Fourth Amendment to Agreement of Purchase and Sale (“Amendment”) is made effective
as of April 1, 2008, by and between Realvest-Monroe CommerCenter
L.L.C., a Florida limited liability company (“Seller”), and Cornerstone Operating Partnership,
L.P., a Delaware limited partnership ("Purchaser").
RECITALS:
A.
Purchaser and Seller are parties to that certain Agreement of Purchase and Sale
dated November 29, 2007, as amended by that certain First Amendment to Agreement
of Purchase and Sale dated January 15, 2008, that Second Amendment to Agreement
of Purchase and Sale dated January 28, 2008, and that Third Amendment to and
Reinstatement of Agreement of Purchase and Sale dated February 20, 2008
(collectively, the "Agreement").
B.
Purchaser wants additional time to review documents related to
the assumption of the Mortgage and Seller is willing to provide additional time
subject to certain terms and conditions.
AGREEMENTS:
1. Amendment to the Reciprocal Grant of
Easements. The Amendment to the Reciprocal Grant of Easements
has been recorded, as required.
2. Roof
Warranties. Purchaser has received from Seller roof warranties
that are acceptable to Purchaser, in Purchaser’s sole and absolute
discretion. This Agreement and Purchaser’s obligation to close are no
longer contingent upon Seller providing roof warranties to
Purchaser.
3. Assumption of
Mortgage. If Purchaser does not deliver notice to Seller on or
before 2:00 p.m. Eastern Standard Time, April 4, 2008, that Purchaser has (i)
approved the form of the Mortgage, and (ii) obtained the assumption and release
on terms and conditions acceptable to Purchaser in each case, in Purchaser’s
sole and absolute discretion, or that Purchaser has waived this condition, the
Agreement shall terminate and the Xxxxxxx Money shall be refunded to
Purchaser.
4. Closing Date. The
Closing Date will be on or before Thursday, April 17, 2008. Purchaser
may obtain one (1) thirty (30) day extension of the Closing Date by delivering
written notice to Seller no later than Friday, April 4, 2008, and depositing
with Escrow Agent the Second Additional Xxxxxxx Money Deposit no later than
Tuesday, April 8, 2008. Thereafter, Purchaser may obtain one (1)
additional (30) day extension of the Closing Date by delivering written notice
to Seller no later than Thursday, May 1, 2008, and depositing with Escrow Agent
the Third Additional Xxxxxxx Money Deposit no later than Monday, May 5,
2008. If Purchaser fails to timely provide notice and make the
required deposit, the right to extend and any subsequent right to extend shall
terminate.
5. Defined Terms. All
capitalized terms in this Amendment shall have the same meaning as that set
forth in the Agreement unless defined otherwise herein.
6. Counterparts. This Amendment
may be executed in counterparts each of which shall be deemed a fully executed
original.
7. Ratification. Except as
expressly set forth in this Amendment, the Agreement remains unmodified and in
full force and effect. Should there be any conflict between the terms of this
Amendment and the terms of the Agreement, the terms of this Amendment will
control.
IN
WITNESS WHEREOF, the parties hereto have executed this Third Amendment on the
day and year first above written.
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SELLER:
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Realvest–Monroe CommerCenter,
L.L.C., a Florida limited liability company
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By: Realvest
Development, LLC, a Florida limited liability company, as its
Manager
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By: Realvest
Holdings, LLC, a Florida limited liability company, as its
manager
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By:
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/s/ Xxxxxx X. Xxxxxxxxxx | |
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Xxxxxx
X. Xxxxxxxxxx, its managing member
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PURCHASER:
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Cornerstone Operating
Partnership, L.P., a
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Delaware
limited partnership
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By:
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a
Maryland corporation, its general partner
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By:
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/s/ Authorized Signatory | |
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Name:
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Title:
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