REINSTATEMENT, REAFFIRMATION AND RATIFICATION
AGREEMENT AND FIRST AMENDMENT TO SALE-PURCHASE AGREEMENT
THIS REINSTATEMENT, REAFFIRMATION AND RATIFICATION AGREEMENT AND FIRST
AMENDMENT TO SALE-PURCHASE AGREEMENT (this "Amendment"), is made and entered
into as of this 15th day of June, 2005, by and between Maiden Lane Associates,
Ltd. ("Seller"), as seller, and Xxxxxxx Holdings LLC ("Purchaser"), as
purchaser.
RECITALS:
WHEREAS, Purchaser and Seller had previously entered into that certain
Sale-Purchase Agreement dated as of May 25, 2005 (as amended, the "Purchase
Agreement"); and
WHEREAS, Purchaser terminated the Purchase Agreement on June 10, 2005; and
WHEREAS, Purchaser and Seller desire to hereby reinstate, reaffirm and
ratify the Purchase Agreement and further amend the Purchase Agreement in
accordance with the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Purchaser and Seller hereby agree as follows:
1. Purchaser and Seller desire to reinstate, reaffirm and ratify the
Purchase Agreement and except as otherwise specifically modified by this
Amendment, all of the terms and conditions of the Purchase Agreement are hereby
reinstated, reaffirmed, ratified and confirmed by the parties hereto and shall
continue in full force and effect.
2. The first sentence of Section 2 of the Purchase Agreement is hereby
modified be deleting "Twenty Eight Million Two Hundred Thousand Dollars
($28,200,000.00)" and replacing in its place and stead "Twenty Eight Million
Dollars ($28,000,000.00)".
3. The first sentence of Section 4 of the Purchase Agreement is hereby
modified be deleting "July 6, 2005" and replacing in its place and stead "July
15, 2005"
4. Section 34 of the Purchase Agreement is hereby deleted in its entirety.
5. Except as otherwise specifically amended by this Amendment, all of the
terms and conditions of the Purchase Agreement are hereby reinstated,
reaffirmed, ratified and confirmed by the parties hereto and shall remain in
full force and effect.
6. Terms not otherwise defined herein shall have the meaning ascribed to
them in the Purchase Agreement.
7. This Amendment may be executed in two or more counterparts, each of
which when executed and delivered shall constitute an original, and all such
counterparts, when taken together shall be deemed to be but one and the same
Amendment.
8. This Amendment may not be changed, modified, terminated or discharged,
in whole or in part, except by a writing, executed by the party against whom
enforcement of the change, modification, termination or discharge is to be
sought.
9. The exchange of counterparts of this Amendment between the parties by
means of facsimile transmissions which shall contain accurate reproductions of
the signatures hereto shall constitute a valid exchange of this Amendment and it
shall be binding upon the parties hereto.
IN WITNESS WHEREOF, Purchaser and Seller have caused this Amendment to be
executed as required by law on this, the day and year first above written.
MAIDEN LANE ASSOCIATES, LTD., Seller
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: President
XXXXXXX HOLDINGS LLC, Purchaser
By: /s/ Xxxxx X. Xxxxxxx, Xx.
---------------------------------
Name: Xxxxx X. Xxxxxxx, Xx.
Title: President
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